Earth 763-Spider-Man Dark Reign
by AzureSpider
Summary: This it, the final thrilling chapter of my Earth 763 Spider-Man trilogy! With his arch-foe Harry Osborn leading the Dark Avengers, Hydra, AND national security, Spider-Man's world has been turned upside-down! Now as friends are hunted down and his enemies seem to multiply, Spider-Man is faced with the most harrowing and epic battles of his career! It's all come down to this!
1. Unfriendly Neighborhood

Chapter 1: Unfriendly Neighborhood

It was amazing how much could change in so little time.

Swinging through the streets of New York as he usually did, Spider-Man could see just how differently he was being viewed now. He could see how people looked at him so differently. The fear, the distrust. Those things were always present to at least some degree, but now it seemed like it was almost everywhere he looked. And more and more people were asking him why he wore a different costume when he was on the new Avengers team.

_Wish I could tell them all the truth...not that they'd ever believe me of course._

It had been only a couple months ago that Spider-Man's one-time friend turned bitter nemesis Harry Osborn had managed to convince the entire country's population that he was a changed man and ready to lead the charge against the terrorist organization Hydra, who themselves had launched an attack on the White House previously. Since then, everyone had been on edge, their anxieties eased only by the presence of a new Avengers team. One that Spider-Man was apparently on.

Except not really.

"Hey Spidey! Shouldn't you be with the other Avengers or something?" one man asked as Spider-Man swung overhead, the question eliciting a sigh from the superhero who had already heard it a thousand times.

Then, Spider-Man's spider-sense started to buzz, which directed his attention to an armored car that was driving through at that moment, and clearly going way too fast to be safe. Taking that as his cue to spring into action (and also being silently grateful that he now had something to briefly take his mind off his troubles), Spider-Man swung off in the truck's direction, using webbing to zip onto the truck's top, which he then stuck to without incident courtesy of his adhesive powers.

Making his way down to the side of the truck, Spider-Man next went to the front of the vehicle, stopping right outside of the passenger's line of sight. His spider-sense buzzing intensely told Spider-Man there was someone nasty inside, so he prepared himself to move back in the event of gunfire or an energy blast (and knowing New York the latter was almost as likely as the former).

Peering over the side, Spider-Man saw two men, one in the driver's seat, and one in the passenger side that was now face-to-face with Spider-Man. The man jumped in his seat and awkwardly reached for his gun. Spider-Man grabbed the door handle and ripped the door clean off. He then grabbed the man and tore him out of his seat, the thug screaming in terror the whole time. He also, Spider-Man pleasantly noted, dropped his gun as this was happening.

After leaving the man webbed to the side of the truck, Spider-Man entered the now empty passenger seat.

"Hm, nice interior. But how much mileage does it get?"

Spider-Man's response was the man reaching for his own gun, a gun Spider-Man kicked out of his hand the second he drew it.

"Pull over now. Unless you want a foot to your face."

To Spider-Man's satisfaction (and relief) the thug did as he was told and brought the car to a halt. No sooner did he did Spider-Man grab the man, drag him out of the truck, and web him securely to it's side right next to his partner.

"Thanks for the diversion chuckleheads. Now if you'll excuse me…"

And with that, Spider-Man took off, just as a throng of people came to him and called out to him as he left, one remark in particular catching Spider-Man's attention: "I like your black and red costume better!"

At this Spider-Man sighed again.

-X-

_He remembered seeing it on the news. He remembered that Felicia had been with him at the time, her mouth hanging wide open and her eyes bulging in shock. He had the same look on his face._

_"...at this time, reports are still sketchy, but it is believed that the disaster that befell the city of Stamford, Connecticut was the work of an as-of-now unidentified superhuman. Estimates put the current death toll at over six hundred…"_

_This hadn't been the first major loss of life since superheroes and supervillains became a fact of life. But this was far and away the single worst one to date, at least concerning the single worst loss of life in any one place at one time._

_"...many of the dead were the students and staff at the Stamford Elementary School, including at least sixty school-children."_

_Peter could see tears were welling up in Felicia's green eyes and sliding down her cheeks as she covered her mouth. Peter instinctively put his arm around her and pulled her close to him. Both of them felt numb all over at what they were seeing. That neither he nor Felicia nor any of the countless other people watching the news at the moment knew who it was exactly that was responsible just made everything worse. There was no one person to blame for the tragedy. And that meant that the world would inevitably just blame them all._

_"At this time authorities, emergency workers, and SHIELD personnel are still trying to assess the full extent of the damage and get to survivors that might still be out there. Red Cross workers have been called in to stabilize the survivors that have already been found. In response to this tragedy, Harry Osborn, recently made head of the NSA and Homeland Security, issued the following statement:_

_And then Peter and Felicia saw Harry addressing a large crowd, a look of feigned sorrow on his face. And it was in that moment that Peter and Felicia both wanted to throw the television right out the window._

_"...I think what this proves is something we've always known but have thus far never had the courage to admit: that superheroes are loose cannons and walking weapons of mass destruction. They run around unsupervised, with no proper training, and worst of all: **no accountability for their actions**. Me? I pledged myself to our country's government when I chose to go straight and abandon my supervillain career. I think it's only right that those so-called 'Superheroes' out there learn to do the same. And that is why in response to this, I am spearheading an act that, if passed, will require all superhumans in this country to register their identities with the government and work directly **for** the government. And this will be done to drive home a very simple truth: **no one is above the law**. And to any superheroes out there intent on resisting this act, to any who are unaffected by the deaths of dozens of children, I say this: you're not as above the law as you think."_

-X-

Ever since the Superhuman Registration Act was passed, Spider-Man found New York to be a much more...lonely, place.

Ironically, the act didn't affect him very much. The one good thing that came of everyone thinking he was a part of Harry's Dark Avengers was that everyone thought he'd already registered and thus did not accost or antagonize him. Indeed, one guy had even asked him why he didn't just go all the way and reveal his secret identity to the whole world.

"You mean like unmask myself on live television? Why would I ever be stupid enough to do that? That would be like painting a bullseye on my loved one's heads. Thanks but no thanks."

But the other superheroes? It was as if they'd disappeared overnight. The Fantastic Four were still around, but ever since the Registration Act business they never seemed all that happy to see him, at least not Susan and Reed. Ben and Johnny continued to treat him like they always did, barring the fact that even they felt compelled to ask Spider-Man about his supposedly being on the Dark Avengers, much to his immense annoyance.

Susan though always looked worried when she saw Spider-Man, and Reed Spider-Man noticed seemed to always be frowning whenever Spider-Man showed up after Stamford. The web-head could almost see a look of disapproval in his eyes. Clearly, he knew that Spider-Man really_ hadn't_ registered, and if the looks he gave him were any indication, Mr. Fantastic believed Spider-Man should.

The X-Men were a whole different story: after the SRA was passed, the Mutant community (who were by definition superhuman) exploded into violent protest, protest that Harry had seen fit to brutally repress via "new and improved" Sentinel models built by Harry Osborn in collusion Trask Industries. The very series of events the Green Goblin of the future had tried to prevent…

And then, as if on cue, Spider-Man's spider-sense buzzed so intensely he felt as though his head might split open. Ducking for cover behind a building, he hid himself from view as several of the Oscorp/Trask Sentinels flew by on patrol. As the titanic violet and green colored robots passed without noticing him, Spider-Man breathed a sigh of relief that his Spider-Sense was one power they hadn't been tailored to counter.

_Doubt it will be that way forever though…_

Spider-Man kept swinging, as he did looking at the people who looked up at the Sentinels in awe. But it was clear from the looks on their faces that it was not an awe born of fear but rather admiration and respect. And if there _was_ any fear, there wasn't anywhere near enough.

_Amazing how people seem to like the idea of those giant killer robots protecting them better than their fellow man._

And what of the premiere examples of such individuals? What of the Avengers? The _real_ Avengers? They, it seemed, were nowhere in sight. Not even Iron Man, who's disappearance had been quite the news event by itself. "Where is Tony Stark?" everyone was asking.

_Where indeed…_ Spider-Man noted, continuing to swing through New York and eager to put as much distance between himself and the Sentinels as he could. Somehow he doubted that the events of Iron Man's being MIA and Harry's having his own suit of Stark-Tech armor as the American Son were unrelated.

The fates of the other Avengers were also unclear. Ms. Marvel was with the government already, so Spider-Man didn't see how registration would affect her. But he knew that the Ms. Marvel he saw with Harry's Dark Avengers wasn't the hero he knew...or was she?

And Hawkeye? Spider-Man couldn't believe that the rebellious archer would ever work with Harry Osborn. But if not him, then who was the man dressed in purple and carrying a bow right now? That actually wasn't as hard a question for Spider-Man to answer, as he could think of two different men with marksmanship skills to rival Hawkeye's, one of whom already dressed in purple, already hated Spider-Man with a passion, and already worked for Harry Osborn based on that hatred. And considering who the _other _candidate was, Spider-Man found himself hoping it really _was _Boomerang.

But the biggest mystery of all was Captain America. The Sentinel of Liberty had been the single loudest critic against the Superhuman Registration Act, something Spider-Man still remembered witnessing along with the rest of the country when Captain America took his opposition of the Act right to Washington itself, standing against Congress to keep the act from being passed.

_"...I'm sure you can appreciate Captain Rogers, how this Act will save lives and keep people safe from, well…"_

_"What? People like me!?" Captain America had demanded incredulously. "Need I again remind everyone here that there has been absolutely no evidence put forth to prove that it was a superhero who caused the Stamford Connecticut disaster? It could have easily been a supervillain. And the actions of supervillains have never prompted you to regulate **all** superhumans before."_

_"A disaster of this magnitude never happened before. And what happens if a superhero **does** cause a Stamford? What then? Will you just say you're sorry and move on? It's clear that superhumans are too dangerous to run around unsupervised. They need to be properly trained and **held accountable** for their actions."_

_"Maybe so, but that does not mean we should give up the rights that are written down in our Constitution and laws simply because it is politically expedient. You're talking about giving control of every single superhuman in this country to the government."_

_"And?"_

_"I believe **no** government can be trusted with that kind of power."_

Needless to say, that particular remark had caused quite the firestorm of controversy, enough to make Spider-Man inclined to go without the news or the radio for an entire week. But word still leaked out. Captain America had apparently disappeared following the passing of the act. And now no one knew where he was.

Finally, Spider-Man decided to return to his apartment, as there looked to be no other crimes happening, and to be honest the presence of the Sentinel patrols was going a long way towards making him disinclined to stay outdoors.

_And maybe that's also why there aren't any criminals running around now…_ Spider-Man thought grimly as he swung in the direction of his apartment. _Hell of a price to pay for clean streets..._

-X-

"Is that the best you got?" Iron Fist demanded as he struck another of the armored men square in his breastplate. For a normal person, this would hurt quite a bit. But Iron Fist's sobriquet was an earned one, and his chi-enhanced attacks ensured that the "Cape-Killers" as they were known were still sent flying in different directions by the force of his attacks. Chi-enhanced strikes wreathed in a fiery red aura were unleashed in every direction as the Cape-Killers converged on Iron Fist, who also used his Chi to enhance his speed and agility. The tranquilizer darts whizzed by him and some over him as he threw himself into the throng, weaving in and out and dancing around his opponents. One tried to ram him with a riot shield, but Iron Fist simply ran up the slab of metal before jumping and then landing, feet first on the Cape-Killer's helmeted head.

More tranquilizers were fired at him. Iron Fist narrowly evaded these by moving just as the Cape-Killers were ready to fire. But then, as his namesake collided with a Cape-Killer's head so hard it split his helmet in two, he heard the click of a gun and dived to one side. What followed was the distinct "crack" of a bullet being fired out.

_Bullets. So much for trying to take me alive huh?_

Iron Fist continued to fight, but as he did, the battle was then interrupted by a large, circular projectile that rocketed through the air before striking one Cape-Killer hard in the back of his helmeted head. The Cape-Killer grunted in pain before falling forwards unconscious. Looking out, the other Cape-Killers saw nothing. But then, dropping down on them was a muscular figure in costume, who hurled what all present realized was a shield. The shield went slamming into one Cape-Killer before then ricocheting and hitting another Cape-Killer, and then another. Like a giant, lethal pinball it went, taking out several of the Cape-Killers one at a time before returning to it's sender. As it did he leaped forwards feet extended, kicking back one of the few Cape-Killer his shield had missed.

What followed was a swift but brutal display of hand-to-hand prowess as the red, white, and blue hero unleashed a barrage of karate, judo, ju-jitsu, and krav maga moves on the hapless Cape-Killers, his superhuman strength ensuring that even with their body armor the Cape-Killers fell easily. Soon, all of them were out.

Iron Fist smiled at the sight. Few men could claim to have hand-to-hand skills and martial arts mastery anywhere near his own, but Captain America was one of those few.

"Captain America…"

At the mention of his name, the Sentinel of Liberty turned to regard Iron Fist. "I'm glad I got to you in time."

Iron Fist nodded. "I think I was handling these losers pretty well, but I do appreciate the help all the same. Where have you been? Ever since this whole 'Registration Act' nonsense started no one's seen eye or shield of you."

"I've been in hiding." Captain America explained. "I knew when that act was passed that I wouldn't be able to stand by my government's decision. I knew I would have to stand against it. And the last couple months have been me both getting allies who share my views on the matter, and then figuring out what my next move will be from there."

As Captain America said this, a small void appeared out of nowhere, before then getting exponentially bigger until finally it revealed itself to be a dark skinned man shrouded in a dark blue hooded cloak, out of which came a young woman with long blonde hair in a white catsuit that seemed to radiate an intense light.

"Who are they?"

"Cloak and Dagger. The former's been how I've been getting around these days. Come with us. We'll be safer at my hideout."

"Hideout?"

Captain America nodded. "Yes. Like you, and every other one of us who's refusing to register, I'm something of a fugitive these days. That's the price of freedom for you. Still a price I pay gladly." He paused, then added: "And by the way...welcome to the resistance."

-X-

"Do it again." Harry ordered.

Cougar sighed, though it sounded to the other man's ears more like a snort of contempt. Nevertheless, the son of Wolverine begrudgingly got back into position, standing over an edge with his back to it.

"You'll catch me this time right?" Cougar asked the blonde in the red and blue costume standing on the floor Cougar's ledge overlooked.

Ms. Marvel sighed and said irritably: "Yes, I'll catch you you dolt. Even though I think you could stand to take a few baths. Now shut up and do it."

"You know what happens if you don't catch me right?" Cougar needled.

"Do it already!" Ms. Marvel snapped.

Nodding, Cougar walked backwards over the ledge, and sure enough, the counterfeit Ms. Marvel flew up and caught him in her arms. With her strength holding him was no physical challenge. In mere moments she had him back on his feet, as she did scoffing in contempt and looking up at Harry Osborn. "Satisfied? Because I really need to disinfect this costume now after catching _him_ over and over."

"You're done when I say you're done." Harry said coldly. "Get up on that ledge Ms. Marvel. It's your turn to trust your teammates."

Ms. Marvel nodded, though there was a notable scowl on her face. Using her powers of flight to reach the ledge, she set herself up. Harry ordered "Hawkeye" to catch her, an order that caused him to burst into a lewd grin that stretched from ear to ear.

"You're trying to get them to trust each-other…" Vulture, or "Falcon" noted.

Harry nodded. "Yes, I am. Not the easiest thing for sociopaths to accomplish."

"Sounds like you actually care about them. I didn't think you had it in you."

"I _don't_ have it in me." Harry emphasized coldly. "This is a matter of pragmatism. Infighting is inefficient. And for my plans to continue to succeed, I both need and demand efficiency. I will tolerate nothing less."

"Not really sure what else you could possibly want at this point." "Falcon" said. "You've got the whole country licking spit off your shoes, you're in charge of national security, and you've got an army of supervillains plus the world's largest and most powerful terrorist organization at your beck and call. What else is there?"

"Well, for one my greatest enemies are still out there. And they need to die."

"Oh the hell with Spider-Man and the rest of those costumed do-gooders! I never even cared about him until he started getting in the way of my personal goals. But now that I'm wearing a sheriff's badge I couldn't care less about what Spider-Man does."

"Oh come now Adrian. You know you'd love to have revenge on him as much as I do. And besides, my conquest is not yet complete. There will always be more to take. And one such place will soon be mine if all goes well. Until that time though, we need to consolidate the power we already have. And that will be much easier to do with fewer enemies out there."

"Seems like the Superhuman Registration Act has that pretty well covered…" the counterfeit Falcon noted.

"Yes, what a fortunate turn of events for us."

"Only you would ever consider hundreds of dead people a fortunate turn of events Osborn." Falcon noted.

Harry raised an eyebrow at this. "My, Toomes, did you just display a _conscience_? I'm shocked, truly."

"I wanted to take what was owed to me." Falcon said bitterly. "I never wanted to be a Hitler or Stalin."

"Duly noted." Harry said coldly before turning back to look down at the other Dark Avengers. Pleased that Hawkeye had now caught Ms. Marvel a few times, he ordered Hawkeye to take his turn as Hybrid walked up to catch him, as he did the symbiote villain muttering: "I wanted to catch Ms. Marvel…"

As Hawkeye stepped over the ledge and was caught by the dark Spider-Man, Falcon's eyes turned to the form of the Vision, who had been simply standing still and inert the entire time, not making a sound but rather just staring out with those cold, blank, empty robotic eyes.

"So what's _his_ story?" "Falcon" asked. At this question, Harry smiled.

"Ultron." He said simply. "The android that has tormented the Avengers for almost ten years now, his consciousness now residing in a spare copy of his own creation's body."

Upon hearing this, the counterfeit Falcon's eyes widened and he blinked in shock a few times. "Ultron? As in that psychotic robot that tried to kill all of humanity or something like that?"

Harry chuckled. "Something like that. But you don't need to worry about him turning on us the way he did his original creator. I wouldn't have him on our side if that was a risk."

"And it's not a risk because…?"

At this, Harry produced a small cylindrical device with a red button on it's top. "...because _I_ installed a kill-switch. There's a bomb at the base of his head, and if he tries to defy me, I just press this little red button here. And then, well...I'd imagine he'd look kind of funny trying to take over the world without a head."

"You sure that will work?" "Falcon" pressed. "I've heard destroying this thing doesn't stop it. That it just makes a new body and goes into that one, more powerful than before."

"Usually that's the case, but not anymore. That body he's in now is his last one. And it's going to stay that way, because if I think he's making new bodies to upload his consciousness into, I press this button. I'm afraid that Ultron has nowhere to go now."

Despite this assurance, "Falcon" continued to look nervously at Ultron, or "The Vision" as he was now. Continued to stare into those blank eyes. And continued to find himself inclined to keep his distance.

But as it was, Ultron/The Vision wasn't the only one Falcon was concerned about. His gaze shifted to the other member of the Dark Avengers who was not being tested. The one who could already be counted on to catch any and every one of his teammates. The man who stood there in a golden yellow costume with blue boots, gloves, and flowing cape, as well as a blue belt that bore proudly in it's enlarged center a great shining silver "S".

He was the Sentry, and suffice to say, Falcon considered it nothing short of amazing that Harry Osborn had gotten _him_ on his side. So much so in fact that…

"Alright, be honest with me about one thing: what nonsense did you tell Sentry to get him to sign on with you?"

Harry smiled. "Oh, no nonsense at all really. I simply promised him that I could help him with his...issues. That I could reach out to him and understand him in a way that frankly, Captain America and Iron Man never could. Simply put, I promised to help him stay the greatest hero to ever live."

"And do you plan to keep that promise?"

At this, Harry's smile widened and the look on his face became absolutely sinister. "You'll see."

-X-

Felicia was waiting for Peter when he came into his apartment. Sighing deeply, he made his way to Felicia with a slowness that was at odds with how he generally acted when around her. This in turn only inspired her to hug him more tightly when she embraced him.

"Rough day?" Felicia asked. Peter sighed again. "Well, yes and no. I didn't have any troubles personally but…" Peter trailed off for a moment before finally saying: "...I don't like the way things are right now." He said simply. "I don't like that all of our friends are hiding while my enemies are representing the law. And the fact that nobody seems to mind either…"

"People can be stupid sometimes Peter." Felicia said simply. "That's why I usually didn't care too much about what other people thought."

"It's not as easy for me." Peter admitted before adding: "But honestly I'm just worried. Knowing Harry I doubt this is the end of it. What is he going to do next? I don't think I even want to know…"

"Whatever he does, you won't have to deal with it alone. I made you a promise remember? We're in this together."

"I know Felicia." Peter said with a nod. "Doesn't mean I don't still worry though…"

"I know we can win this." Felicia said resolutely. "We're Spider-Man and Black Cat. Beating up the bad guys is what we do best right?"

Peter smiled. "Yes, we do."

Felicia leaned forward and kissed Peter. No sooner was the kiss concluded did Peter ask: "Are you sure this is a good idea though? You seeing me like this?"

"Hey, you may be unregistered, but no one's come after you yet. Probably because that monster is posing as you on Harry's Dark Avengers, but still. My being here isn't a crime, and SHIELD can go to hell if it is."

And then the two kissed again. Soon they were on the couch, kissing one another passionately before Felicia's phone began to ring. At first, Felicia was content to ignore it, but then Peter broke off their kiss and insisted she look at it. Heaving a sigh, Felicia put the phone to her ear. "Yes? Hello? Coulson?" There was a pause. Then, Felicia's face took on a look of disappointment mixed with annoyance before she said with weary resignation: "Alright, I'll be there." Felicia put the phone away and looked at Peter with an apologetic look. "Sorry lover, my job's yanking my leash again."

Peter nodded. "Go. I'll be fine."

Felicia nodded, then left after giving Peter one more kiss on the cheek. As she exited the apartment, Peter decided to check up on his other friends and family, which in recent months had become routine for him. His aunt was always the first person he checked up on, and as always, she was fine.

"...and how are things going with that young lady you seem to spend so much time with?" Aunt May asked after assuring Peter of her continued safety the way she always did. "The one with the white hair?"

"Felicia? Uh...things are going well…"

"I do hope you can make things work with her Peter, I really do."

"We're both trying our best Aunt May." Peter said with a smile. "She's really something special."

"Well, you stick with it Peter, and I'm sure you two will have much happiness together."

"I hope so Aunt May. I hope so…"

Next to be called was Hobbie Brown, who like Aunt May was fine, though ever since the SRA there was a hint of fear in his tone every time Peter spoke to him. They both knew why that was, their secret identities both being an open book to the other.

"How are you holding up Hobbie?" Peter asked.

"_Well enough I guess_." He replied on the other line. "_This SRA stuff's got me pretty on edge though. I mean, I haven't been the Prowler in years, but still. Last thing I want is some of those SHIELD thugs kicking down my door and taking me away in cuffs. Especially when things have been going well for me lately, too. I have a new job, I'm doing what I love, I'm getting to work with, look at, and improve machines every day...it's nice. I don't want to lose that_."

"The only people who know you were the Prowler are you and me." Peter pointed out before adding: "...and with these phones I...'tinkered with' at Horizon Labs, it's going to stay that way. You just stay under the radar Hobbie and I'm sure you'll be fine."

"_If you say so_." he said, though Peter could tell he wasn't entirely convinced. His next words just confirmed it.

"_So...if things **do **go to hell, I can count on Spider-Man to come in and save my hide right? Remember; it's been a while since I've used my inventions for fighting. If anyone **does **come after me, I'm gonna be a bit rusty._"

Peter smiled and nodded. "Of course. We _are_ friends remember?"

It was with Randy Robertson and Glory Grant though where that particular point was less clear. More often than not when Peter called those two he did not get a reply. And when the two _did_ reply, as they did now, their reception was a less than warm one.

"What do you want Peter?" Glory asked in a clearly tested tone.

"Just checking up, like I always do." Peter said evenly.

"We're fine Peter." Glory said coldly. "You don't need to check up on us every day."

"I feel like I do." Peter said, before adding quickly: "New York's become a lot less safe these last few months. Heck, the whole country has now that they've got Harry Osborn in charge of national security. And he tried to kill you and Randy before just because you were my friends. I want to make sure that you're alright is all."

There was a long pause. For a moment Peter feared that Glory had hung up on him, or was considering it. Maybe she was. Finally though, he heard her say: "You don't need to worry about us Peter. Randy and I will be fine."

And with that, Glory _did_ hang up, and now Peter was truly alone.

He'd given up on trying to reach Flash, who it seemed had disappeared off the face of the Earth along with so many of Peter's other friends, and now Peter had no idea where he was or how to reach him. Peter knew something was wrong, but his inability to know what exactly was nothing short of maddening to him. More and more it felt like Flash was now just the latest in a long line of people Peter cared about that he had still managed to fail in some way.

_Uncle Ben, Gwen, Ned Lee, Mary Jane, Harry, and now Flash. When does it end?_

Deciding he didn't want to know the answer to that question, Peter instead thought about Felicia and where he stood with her. The two were now a couple again, that much was clear. But their situation was still a difficult one, and not just because they still lived in separate buildings that were a fair distance apart.

_She's with SHIELD, and SHIELD's enforcing that stupid Registration Act._ Peter shook his head. _How much am I willing to bet myself that that recipe for disaster won't end well for anyone involved?_

Peter sighed, fell backwards onto his couch, and shook his head again. _Superheroes outlawed, giant robots goose-stepping through New York, my friend-turned-archenemy in charge of National Security...what is the world coming to?_

**Author's Note: And so we begin the final, thrilling installment in my Earth 763 Spider- Man trilogy! I hope everyone enjoys! **

**Trivia time! **

**1\. The SHIELD Cape Killers were an actual thing that showed up during the actual Civil War event from Marvel Comics, also featuring in the Marvel Ultimate Alliance 2 game (which itself draws heavily on Civil War's story). **

**2\. Likewise, the Stamford Connecticut disaster happened in 616 and served as the catalyst for the superhero Civil War and before that the passing of the Superhuman Registration Act, as it is here. **

**3\. Cloak and Dagger are a pair of superheroes with a strong tie to Spider Man, first appearing in the pages of Spectacular Spider Man in 1982, issue 64. Despite being good guys, their more violent methods against criminals (in particular drug dealers) has sometimes put them into conflict with the more pacifistic Spider Man. Later stories retconned their powers a bit so that they are now Mutants, which I personally view as an unnecessary alteration, and also one that makes the origin of their powers a lot less unique, but...**


	2. Knightfall

Chapter 2: Knightfall

It was during his victory over some run-of-the-mill crooks that Spider-Man realized just how vulnerable he had really become.

The crooks themselves hadn't been a problem of course. The whole batch of them were dangling from web-lines as helpless as thugs who Spider-Man ran into tended to end up. But it was the people who came to intercept those criminals in lieu of the usual NYPD officers that proved to be more of a cause for alarm.

"You there, on your knees _now!_"

The man giving this order was clad in head-to-toe bulky armor of a mostly dull steel color. The group of men behind him dressed in much the same way, with all of them also covering their faces with helmets that featured an opaque shield-visor. And all of them were armed with a fair bit of ordnance, some of which Spider-Man could tell immediately was not anything a standard police force would carry, and probably not even a standard military unit. No, these men were clearly aligned with SHIELD. Their hardware alone was a dead giveaway of that, along with of course the logo they each had on one of their shoulder pauldrons.

"I said on your knees, **_now!_**"

Spider-Man held up his hands. "Hey whoa, whoa easy. I'm not a threat, those guys were. And I just stopped them. It's what I do. Spider-Man remember?"

"You are an unregistered superhuman in violation of the SRA. You are to surrender and come with us right now, or we will put you down."

"I thought Spider-Man was an Avenger!"

At this, Spider-Man sighed, which had become pretty much a reflex at this point whenever someone mistook him for his doppelganger.

"Don't be fooled citizens!" the lead Cape-Killer said. "This is not the real Spider-Man, he's an imposter and an outlaw in direct defiance of the Superhuman Registration Act!"

"What!? Come on, you guys don't really believe that do you? It's me, Spider-Man! The one and only! You really think the guy on TV _with a different costume_ is the genuine article? Come on!"

"Hands in the air now!" the lead Cape-Killer ordered. "And remove your mask!"

"Uh, yeah thanks but no thanks. It's called a _secret_ identity remember? And besides, chicks dig the whole 'man of mystery' thing."

"You think this is a joke? You're under arrest!"

Two Cape-Killers moved in with guns trained on Spider-Man. Darting forward before they could react, Spider-Man grabbed one of the men and hurled him right at the others as his partner shot at Spider-Man to no effect. Spider-Man dodged each bullet as it came before turning tail and taking off in the opposite direction, all the while bullets whizzing by him left and right. One person was nearly cut down by the hail of lead before Spider-Man pulled him out of the way via his webbing and the lead Cape-Killer subsequently ordered his men to hold their fire.

Using his webbing to go higher and higher up, Spider-Man began swinging through the city as fast as he could, wanting to put as much distance as he could between himself and the Cape-Killers, and not just because of the danger they represented. The whole situation also left him with a powerful urge to spit in disgust.

"Don't usually run from the cops." Spider-Man noted bitterly as he continued to swing away. "...but then these aren't really cops I'm dealing with are they?"

Quickly deciding that with his brush with SHIELD hopefully concluded for the time being, Spider-Man opted to get back together with his remaining allies and figure something out with them. While he still had any allies left.

Turning on the communicator he had same as any of the Marvel Knights, Spider-Man spoke into it: "Yeah, DD? Are you there? We need to talk."

-X-

"I take it I wasn't the only one who had a bad day?" Spider-Man asked as one by one the other Marvel Knights all filed into the room. As it stood, that now included only Daredevil and Black Cat.

Daredevil was the one to answer: "No. Had a few close calls today regarding those damn Cape-Killers. White Tiger wasn't so lucky."

"I heard about that." Spider-Man noted before asking: "Do we know where she is now?"

Daredevil shook his head. "No, we don't. But given that Angela is, or was, with the FBI, she might still be able to get herself registered based on those credentials, and save herself from incarceration. And as much as I oppose registration myself I think she might just make it."

"And Widow?"

Daredevil sighed. "Yes, that. Natasha and I had a...'disagreement' on the Registration Act I'm afraid. She tried to convince me it was the right thing to do after what happened in Stamford. And I think that she just might have succeeded...if I didn't know about that prison Harry Osborn is sending superhumans who refuse to register to. A prison in another dimension apparently. Natasha called it a necessary means of containment. I called it unethical. Not long after our falling out, some more Capekillers tried to arrest me in Hell's Kitchen on the grounds that I was in violation of the law. I in turn tried to point out how the SRA is blatantly unconstitutional and a violation of my civil liberties."

"And I take it that didn't go over well?"

Daredevil's lips formed into a grim smirk. "They told me I should have become a lawyer. Then they tried to arrest me. I barely managed to slip away, and only because White Tiger came to help. That was when she got captured."

Spider-Man shook his head. "I can't believe this is happening…"

"_I_ can. After Stamford, we should all probably be counting ourselves lucky that this was all they did to us. They could have easily decided to reprogram those Sentinels out there into superhero-killing machines."

"Isn't that what they already are?" Black Cat asked. "Oh wait, I forgot: they're _Mutant_-killing machines. My mistake." Black Cat's normally playful sarcasm was here biting and acidic, the feline clearly disgusted with the state of things just as much as Spider-Man and Daredevil where.

"Maybe Moony turned out to be the lucky one after all…" Spider-Man mused, as he did thinking about how Moon Knight was currently away from New York to clear his head and recover from his disastrous back-slide into his schizophrenic hallucinations, which had happened not long after Harry's ascension to power and the Stamford Connecticut disaster, also being something Spider-Man had been worrying about ever since he first joined the Marvel Knights. Now that that incident had come and gone, the Marvel Knights were without their founder, and for that matter almost all of their other members. With it being just Spider-Man, Black Cat, and Daredevil the team was all but defunct.

"So…" Spider-Man began. "...at risk of asking the obvious, what now?"

"Not sure _what_ exactly we can do at this point." Daredevil conceded before adding: "...but obviously we can't continue on like this. It's clear that Stamford and the SRA that came out of it represent the end of the way we do business. Which means that either we need to finally hang up the costumes, or start resisting. There have been rumors of Captain America starting a resistance movement against the SRA, and that he's already gotten most unregistered superheroes not in custody on his side. Maybe we should consider doing the same."

Spider-Man raised an eyebrow behind his mask. "And what's that supposed to mean? That I should start cleaning my musket and wait for Captain America to star the superhero version of the American Revolution? I'm not sure I love the idea of becoming an outlaw."

"I don't love that idea either. I am a lawyer after all. But…" Daredevil trailed off. Then, he sighed and said: "I don't know. I might point out that you and I already _are _outlaws, but honestly given the current state of things I don't feel like I'm in a position to force a decision on either of you. I think that the three of us each need to decide for ourselves what's best."

"Well…" Black Cat trailed off. She bit her lip and nervousness and uncertainty filled her green eyes before finally she said: "...the thing is, I'm more or less already registered at this point. I work for SHIELD instead of Uncle Sam granted, but the end result's the same: I'm already on government payroll. And actually, now that I am I…" Black Cat sighed deeply and said: "I can't be seen with you guys anymore. I just can't. Honestly I'm pushing it just coming to this meeting. If SHIELD knows I'm here and not trying to arrest you both…" she shook her head. "...but it's worth that risk. At least this risk. I'm letting you both walk away from here, but fair warning: the next time I see either of you two, I'm going to be forced to try and take you in."

Spider-Man couldn't believe what he was hearing. Perhaps he should have believed it, considering that Black Cat had been with SHIELD for a while now and he was more than aware of that fact. But he had also reaffirmed his love for her and slept with her not that long ago, and thus to hear from her that she would be forced to try and bring him in like he was a common criminal didn't exactly fill him with happiness.

"So what does this mean for _us_ Felicia?"

A look of clear shame appeared on Black Cat's face in response to this, and when Spider-Man saw it guilt began to rise up and override his anger and indignance.

"I can still see you when we're just Felicia Hardy and Peter Parker, but if I'm seen fighting alongside Spider-Man, there's going to be a problem. But I don't want this Peter! I don't want us to be apart again! But if I choose to follow you and Daredevil, join the resistance…" she trailed off before finishing: "...I'll lose everything Peter. Everything except you of course. But is that the price you'll make me pay for loving you?"

Spider-Man considered this. It didn't take him long to realize that he was not in fact sure if he wanted to ask that of Black Cat. Force her to give up everything to fight alongside him. Certainly he would be immensely grateful and receptive if she did just that, but he also found it easy to sympathize with her reluctance. Finally, Spider-Man sighed and said: "I understand. I won't ask you to throw away your life for me. You've already helped me so much these last couple years. I won't ask anymore."

It was at this that Black Cat ran up to Spider-Man and hugged him tightly, embracing him. "Thank you." She whispered. The two continued their embrace for a little while longer, before at last they parted. Black Cat next turned to Daredevil. "Sorry hornhead."

Daredevil nodded. "I understand. You should go though. Peter and I won't be sticking around much longer at this rate."

Black Cat nodded and then, though she clearly hesitated at first, eventually left the room. No sooner was she gone did Daredevil turn to Spider-Man: "Well Peter? What do you intend to do?"

Spider-Man sighed and said in a thoroughly resigned tone: "I don't really have much of a choice here, do I? I can't really register, and there's no way I'm facing down Harry's Avengers, SHIELD, _and_ the law on my own. So I guess that means I'm joining the resistance."

Daredevil nodded. "A wise choice. But we can't wait for too long. We need to move now."

Spider-Man nodded. "I understand. Let's not keep Captain America waiting."

-X-

It was already getting dark out when Spider-Man and Daredevil left the meeting and began cautiously making their way through New York. The sun was starting to dip below the horizon, turning the sky a fiery orange streaked with pink, and the last of the sun's rays reflecting off of the silver eyeholes of Spider-Man's mask. Truth be told it was a beautiful sight, one Spider-Man wished he could appreciate more.

"Any idea where Captain America's resistance is?" Spider-Man asked Daredevil as they continued to navigate the city.

"If I did, then he would be doing a remarkably poor job of covering his tracks. As it is, he probably doesn't have one single permanent base but rather moves from place to place periodically…"

Daredevil was interrupted when a shrill, intense shriek pierced the air. Daredevil screamed in pain and collapsed, with Spider-Man swinging down to help him. His spider-sense only adding to the already bad headache the shrieking was giving him, Spider-Man nevertheless evaded the shots fired at him by what he knew could only be Capekillers. Sure enough, the armored forms of SHIELD's anti-superhero soldiers could be seen inside a helicopter that came into view. Spider-Man figured that the intense sonic noise was being transmitted by the helicopter. Wasting no time, Spider-Man evaded the shots fired at him and then shot some webbing onto the side of the helicopter. He tugged tightly on them before launching himself forward, as he did dodging the shots that were sent his way. He landed right into the midst of the Cape-Killers, smashing into their ranks and narrowly ducking under two Capekillers who shot at him at once and instead shot each-other. Unleashing the Way of the Spider, Spider-Man bounced about from one Cape-Killer to the next, striking each of them in turn like a red and blue pinball and knocking them about. Finally, Spider-Man punched out the man operating the sonic transmitter before then grabbing it and hurling it right out of the helicopter. Once this was done, Spider-Man leaped out of the helicopter and landed back onto the roof Daredevil was on.

"You alright?"

"WHAT!?" Daredevil asked, which told Spider-Man what he needed to know.

"Looks like the damage has been done." Spider-Man noted. He picked Daredevil up hoped that his Radar Senses were still good enough to be able to follow Spider-Man's heartbeat, and also evade the Cape-Killers, who were now shooting at the heroes again.

To Spider-Man's relief, Daredevil was able to evade the shots before they were fired, his Radar Senses continuing to function. Satisfied, Spider-Man took off and began swinging through New York, pleased that Daredevil followed right behind. This satisfaction dimmed though when after a while Spider-Man looked behind him again to see that Daredevil was nowhere in sight.

_Oh no…_

Spider-Man swung back to where he hoped Daredevil still was, only for the Cape-Killer's helicopter to come into view. Worse, Spider-Man's spider-sense began to go off, indicating that another threat was on it's way. Not wanting to stick around to find out what it was, Spider-Man began swinging in the opposite direction, and it wasn't long before his spider-sense began to ring in his head like a bell once again. He ducked, weaved, and maneuvered his body as a flurry of stun rounds came at him from at least two directions, his heart pounding even faster than it normally did. Spider-Man was now swinging through the city as fast as he could manage it, all the while continuing to dodge the projectiles as they came.

Knowing he couldn't keep up a chase forever, Spider-Man opted to swing lower and closer to the ground and hopefully lose the helicopters by going so low they wouldn't be able to follow due to pedestrians and cars being in the way. But then truth be told, at this point Spider-Man was so desperate to escape he'd even retreat into the sewers if he had to.

Lower Spider-Man went to the ground, the stun rounds continuing to come at him hard and fast, but ultimately still missing him every time. Finally, Spider-Man swung so low he was right above the heads of pedestrians, and to his relief, the torrent of stun rounds ceased, and Spider-Man allowed himself a sigh of relief. Knowing he wouldn't be safe for long though, Spider-Man kept his eyes peeled for any subway or sewer entrance he could find. Soon spotting the former, Spider-Man made his way down. He ran through the confused crowds of passerbys, and then made his way deeper into the Subway tunnel. He didn't get far though before his Spider-Sense started to go off again, signalling the arrival of what was almost certainly Cape-Killers continuing the hunt for him on foot.

For a minute, Spider-Man considered staying amidst the crowd, reasoning that the Cape-Killer's reluctance to shoot at a crowd would be retained, but he quickly dismissed the idea on the grounds that not only could he not take the chance, but it would also make him look like the very kind of coward and criminal the Cape-Killers were accusing him of being. So it was that Spider-Man went instead deeper into the more remote parts of the subway and hoped for the best.

_Maybe they won't find me down here…_ Spider-Man thought optimistically, before then brushing that thought aside too. Even if they didn't find him, they'd stake out the area. He'd never be able to leave without a fight. Such was the price to be paid for taking the moral high ground.

_Eh, what else is new?_

However, as Spider-Man stopped to catch his breath, his ears picked up the sound of something unusual behind him. Turning about, Spider-Man saw the billowing namesake of Cloak as his form materialized out of the void that made up most of his essence. And out of this void also came his partner Dagger and…

"...wow. And here _I_ was expecting to find _you_."

"We can't stay here long." Captain America said bluntly. "We need to move out now."

"No arguments here." Spider-Man said, stepping into Cloak's void along with Dagger and Captain America. And when they were all in, Cloak vanished, with no trace of him being left behind.

-X-

"Report?"

Maria Hill couldn't help but frown as Harry Osborn asked her this question. As one of the most high-ranked members of SHIELD alive, she always found herself getting a little stiff and biting her lip whenever Harry Osborn started giving her orders and expecting her in turn to answer to him as though she were one of his men.

Maria Hill also quickly decided that she didn't like Harry Osborn. She did not like the way he looked at her, with those cold, analytical eyes that seemed to always be on the look-out for potential weaknesses to exploit. She did not like the way he sat in his chair, very casually and with an air of superiority. And certainly she did not like how he was a supervillain and a domestic terrorist who had somehow convinced the Free World to give him power that Maria Hill knew full well he didn't come close to deserving.

But despite all of that, orders were orders, and Maria Hill knew her duty.

"Our Cape-Killer forces ambushed the last two members of the Marvel Knights, Spider-Man and Daredevil. We also currently have at least Moon Knight in custody after successfully capturing him on his return trip to New York, and my men expect to have Daredevil in custody very shortly."

"'Very shortly'?" Harry repeated, his tone one reeking of condescension before adding: "...and what of Spider-Man? Got away did he?"

"We chased him down into a Subway tunnel, and believe other unregistered metahumans came to his rescue while he was down there." Maria Hill said simply. "Intel suggests that it was most likely Cloak due to his teleportation powers."

"I see." Harry shook his head and made a "tsk tsk" sound. "Can't rely on anyone these days can you?" Harry shook his head again and then looked directly at Maria Hill in such a way that she felt as though she were being prepared for a firing squad.

"I'm afraid my dear that between this, your previous failure to capture Iron Fist, and your ongoing inability to take down Captain America…"

"We're working on that."

"...I have lost faith in your ability to adequately bring down the remaining unregistered metahumans. Simply put you've lost your touch. Or perhaps you've grown soft. I don't really care."

"Our Capekillers have brought down numerous unregistered metahumans. The Slingers, the Avengers who refused to register, even Elektra. Our specially made Capekillers have even managed to contain the X-Men with help from the new Sentinel models."

"Yes, Sentinel models _my company_ helped create." Harry said harshly. "And to be perfectly frank, Spider-Man, Captain America, and even the likes of Daredevil and Moon Knight are making your 'specially made Capekillers' look like, to borrow a literary phrase, _a confederacy of dunces_." Harry slammed his fist down on the table before snarling: "You've become incompetent at managing your own men. That's why from here on out I'm doing it for you. As of right now I am introducing my _own_ task-force. They will be supplementing and overseeing your Cape-Killers and will answer directly to me and only me. Simply put, I'm taking over. The Capekillers will be following _my_ lead."

"You can't do that…"

"As a matter of fact I can. The President has allowed me access to any and all resources I desire. One of the perks of saving his life you see."

"SHIELD is not bound to any one government…"

"No, but you do have a presence in the States, and when you do, it is beholden to certain regulations. I've just enacted those regulations. So like it or not, the Capekillers are mine. As will be the rest of your forces very soon."

"For someone who claims to be trying to turn over a new leaf, you're a bit of a bastard."

Harry smiled wickedly as he heard this. "Father would be proud."

Scowling, Maria Hill turned heel and left. Harry ignored her, satisfied that he'd proven his point. Now that he was alone in his new office once again, Harry looked out the window overlooking the city he was currently based in. The city that's superhero population he'd managed to drive underground. He'd left a terrorist and a criminal and come back a king.

_Victory is so sweet…._

_But it's not over._

_True, it's not. Still, one success at a time. Right now we need to focus on getting rid of the remaining thorns in our side._

_Such as Spider-Man._

_Yes. He'll be crushed soon._

_It's been a long time coming._

_Indeed it has. Indeed it has..._

-X-

Spider-Man found himself shivering as he finally left the cold void that was the inside of Cloak, and in turn color was at last returned to his sight.

"...I don't think I'm ever going to get used to that…"

"We're here." Captain America said simply, at which point Spider-Man looked around.

The interior of the place was clearly of SHIELD origin, with it's steel gray walls, floor, and ceiling and how the SHIELD logo was proudly displayed on both the floor and on one of the walls. However, the inch of dust and how much of the place was in a clear state of disrepair showed that this was no longer an active facility...at least not for SHIELD.

"Nice place you got here." Spider-Man remarked in a deadpan.

"It's an abandoned facility, and with any luck SHIELD won't think to look here right away. We have other back-up hideouts ready for when, or if, they do though."

Looking around, Spider-Man saw that Cloak and Dagger were far from Captain America's only recruits. Though Daredevil was not, to his distress among the gathered heroes, among those who were present Spider-Man saw the muscular and broad-shouldered Luke Cage, the more lean and sulken forms of Iron Fist and Yellowjacket respectively, the short, stocky, and perpetually snarling Wolverine, Falcon with his crimson colored wings tucked away and a grave look on his face, the Black Panther, who's masked face betrayed no expression, and finally Spidey's old friend the Human Torch, who managed a weak smile upon seeing him. Clearly he was not quite as inclined to be upbeat, but was willing to make an exception for a friend.

"Hey Spidey. Was wondering when you'd get invited into this little club of ours."

"And this 'club' is…?"

"The Secret Avengers." Captain America said simply before adding: "The resistance. What few superheroes the SRA hasn't arrested or else forced into submission. The ones who can still stand and fight."

Spider-Man looked around the room again, once more taking in everyone's appearances one by one. As he did, he also noticed that Night Nurse was present as well, to which Spider-Man was grateful. Of all times they could possibly make use of a medic, now was it.

Conversely, Spider-Man's looking around at just who else Captain America had managed to recruit only served to drive home the gravity of the situation. Barring Human Torch and Luke Cage, Cap was woefully short of heavy-hitters, and in the face of what Harry Osborn had on his side, the odds were not looking good, at least not as far as Spider-Man was concerned.

_Then again…_ Spider-Man thought, turning to look at Captain America once again as he did. _He's been in worse places and come out standing. With him leading us, maybe we still have a chance…_

Captain America returned Spider-Man's gaze, and as he looked at him more Spider-Man realized that more than just the change in costume Captain America was...different. Leaner than what he'd remembered. Spider-Man had fought alongside Captain America before, and those few times had been enough for him to know the First Avenger's general physique. And this man in front of him didn't have it. He was leaner. Fit certainly, but not as muscular as Captain America truly was…

"I need to be honest with you now." Captain America said, before then reaching for his mask and taking it off. Spider-Man was surprised to see behind it not the blonde hair and chiseled features of Steve Rogers but rather a more sullen face with somewhat messy brown hair and hard eyes.

"...I'm not the Captain America you know. I'm not Steve Rogers. My name is Bucky Barnes."

**Author's Note: And there you go! Chapter 2 finished up! I feel that most of the members of the Secret Avengers here are pretty well known, so I won't go into them too much. I'll just say that the Secret Avengers team is an actual thing from 616 that was first formed in defiance of the Superhuman Registration Act, and that Bucky Barnes did indeed become a new Captain America to lead the remnants of the team following Steve Roger's death (which, like almost all comic book deaths, didn't stick).**

**One bit of trivia I WILL mention is the Slingers, who are a team composed of the aliases Spider-Man had for a time when he couldn't be Spider-Man. As a team, the group of Dusk, Hornet, Ricochet, and Prodigy were never popular, but they've featured in bit roles in some stories here and there. Figured I could mention them as some of the superheroes to be taken down by the Capekillers, especially since Prodigy was among the detained in the actual Civil War event in 616. **


	3. Going Underground

Chapter 3: Going Underground

"So…" Spider-Man began awkwardly. "...what's the big plan?"

Captain America (who Spider-Man had nick-named "Bucky Cap") sighed and said: "As of right now there isn't much of a long-term plan beyond survival. We resist for as long as we can. Ideally we get the Superhuman Registration Act repealed."

It was Human Torch who spoke up in response to that: "And we do that how…?"

"By showing them that it's unnecessary. That we can be heroes without working directly for the government. And I think that if we can expose Harry Osborn's corruption and get him ousted, it would go a long way towards getting us our credibility back."

Spider-Man spoke up once more: "While I'm for doing that, I really do have to wonder how we're going to succeed. The Sentry alone could take us all out without breaking a sweat."

"Let me worry about the Sentry." Captain America said sternly before adding: "I have my own contingency plan for dealing with him."

"Is it the Silver Surfer on speed-dial? Because I can't think of anyone else who can take him on, and it's not like we can just throw a glowing green rock at him and hope it gives him the flu."

"Spidey, relax." Luke Cage said reassuringly. "Cap's got everything worked out. All we have to do is trust him and follow his lead."

Spider-Man nervously looked at Captain America again. Perhaps if the Captain America in question was actually Steve Rogers, Spider-Man would have been feeling optimistic. As it stood, the assurance of both him and Luke Cage wasn't anywhere near enough to convince him that all would be well. Especially since Sentry wasn't the only obstacle they'd have to overcome.

"What about Ms. Marvel and the Vision? I don't see anyone here standing up to either of them either."

"Those aren't the real Ms. Marvel and Vision." Luke Cage said contemptuously before adding: "I know 'cause I've fought alongside the genuine articles. Do you really think Carol and Vision would work for someone like Osborn? Because I know better."

"Well, they may not be the real Ms. Marvel and Vision, but unless we can find and recruit the real deals, my argument that we're completely outclassed still stands."

There was a bit of a silence before Captain America said simply: "You're right. We don't yet have the manpower to take Osborn's Dark Avengers on. But all that means is that we still have recruiting to do. And besides that, fighting Osborn's Avengers isn't enough. If anything, just attacking them without a plan will make us look like the very criminals he's making us out to be. We need to find a way to discredit him. Expose his corruption. If we can do that, he'll lose all of his power and support."

"We could also get the X-Men on board." Wolverine pointed out before adding: "They'd sign on in a heartbeat. But those damn Sentinels have been keeping them under the knife. I was lucky to make it out and get here. But if we can blow up the bucket-heads, then my team will join. I guarantee it."

"Are you volunteering for that particular mission Logan?" Black Panther questioned in an even tone.

"What do you think?" Wolverine growled, as he did popping his claws and admiring them for a moment before adding: "I got driven out of the only stable home I've ever known, and my family's being held hostage by Sentinels. You better believe I'm looking for some payback."

"Well you won't be able to do it alone." Captain America said before adding: "...and we need to consider the retaliation as well. The X-Men wouldn't want us to destroy the Sentinels keeping watch over them if it means dozens of innocent Mutants will be punished for it."

"I'm not backing down on this." Wolverine said simply."Especially since the web head's right: we can't win with our current line-up. We need the X-Men, along with anyone else we can find. Where are the original Avengers in all of this?"

"Depends." Luke Cage said simply. "Some of us decided to play along, others like me refused to register. And a few others still were so powerful and, shall we say 'not from around', that they really didn't need to pick a side. Carol was one of the ones who decided to register, along with Wanda and Greer. Haven't seen or heard from them since."

"And where's Iron Man and Hawkeye in all of this?" Spider-Man questioned.

"Hawkeye, predictably, gave the finger to Registration, and no one's seen him since. Tony disappeared before that. And if you were hoping I could tell you where he is, you're gonna be disappointed. He asked me to work for him, and I told him no. Maybe if I'd said yes I'd know where the hell he is…"

"So...no X-Men, no Thor, no Iron Man, and no Fantastic Four barring flame-head here…" Spider-Man trailed off. "...why _are_ you here Torch?"

"Because I think the SRA's wrong of course." Human Torch said. "Reed doesn't agree though. He's been going on and on about how it's necessary, even if it means working for and with Harry Osborn. But I decided I didn't agree. So here I am."

"And what about Susan and Ben?"

"Well, Sue seemed to take my side actually, but you can imagine what that does to her marriage. I finally decided I couldn't wait any longer for her to make up her mind and left. As for Ben, he decided to sit the whole thing out."

"Sit it out?"

Human Torch nodded. "Yeah. He doesn't like the SRA anymore than I do, but he didn't love the idea of fighting SHIELD and the government either. So he just took off. Left the country I think. He told us not to go looking for him, but somehow I think Reed will try anyway."

"So where does that leave the rest of us?" Yellowjacket asked. "We can't just stay hidden away here obviously. We need to start looking into what other options we have left to us."

"Actually, I was thinking that your powers in particular will be vital here. If we're going to discredit Osborn, then we'll need dirt of some kind. And with your Pym Particles you make the perfect infiltrator and means to get it. I'm also going to need both that and your skill at operating machinery for when we do sabotage the Sentinels."

"That's a lot of responsibilities to trust to this guy." Falcon said, frowning in disapproval as he did. As it was, Falcon wasn't the only one who had misgivings about Yellowjacket's presence. After everything with first Janet and then Ultron…

"I can handle it." Yellowjacket said darkly, glaring as he did. To his credit, Captain America saw the confrontation bubbling up a mile away and stopped it in it's tracks before it could go any further.

"We've already got enough people against us right now. Let's not fight among ourselves. The last thing we need right now is to be divided and inefficient."

"Okay, so do we have an idea for what we're going to do right now?"

"Right now? No. Right now we lie low with the exception that we keep our eyes peeled for anyone else we can get on our side. We're not going to win rushing in. We need to be patient."

"Patience isn't one of my virtues bub." Wolverine noted.

"Oh don't worry Logan: I actually do have a special mission in mind for you."

At this, Wolverine formed a slight smile of satisfaction. "I'm listening."

-X-

Truth be told, Peter was reluctant to go back to his apartment, fearful as he was that Harry would send his men there. And yet as Peter got closer and closer to his apartment, he still did not feel his Spider-Sense go off. Under most circumstances, Peter would have taken this as a sign that he was safe and in the clear. But Peter would not put it past Harry to have found a means of negating his Spider-Sense.

But then finally Peter got within view of his apartment. There were no SHIELD Cape-Killers in sight, no Dark Avengers, not even a single NYPD officer. Could they be waiting for him inside though?

Peter shook his head. There were so many variables. _Too_ many as far as he was concerned. Peter didn't want to take unnecessary risks, but he also didn't want to live underground indefinitely, separated from all of his friends and family. If nothing else, Peter wanted to at least be able to get a few things from his apartment.

Ultimately, Peter decided to circle around and come up to his apartment from the rear. Making sure no one was around, he entered through the back-door. Now, in his apartment his spider-sense still did not go off.

Closer and closer he got to his room and not only was his Spider-Sense not going off, there was still no sign of any hostile force waiting to shoot him down. Deciding at that moment to take his chances, Peter tried his door. It was locked. He opened it with his key, and was greeted to...an empty room.

Breathing a sigh of relief that Harry still hadn't targeted him in his civilian identity yet, Peter made his way inside. As he did though, Peter also knew that with Cape-Killers now actively hunting him, it was probably only a matter of time before they did indeed attack him at his home, in which case Peter wanted to make sure his most prized possessions weren't here when they did. So it was that Peter began to gather up what things he most wanted to keep. These ranged from his other Spider-Man costumes (including his Ricochet costume) to his scientific notes and journals, to the comic books his Uncle Ben had given him that were now one of the few things of him that he still had.

It wasn't until he started packing the photos of his friends and family, as well as him with Gwen, Mary Jane, and Felicia, that the reality of how he was being cast out of his own home truly began to sink in. And when it did, Peter found his body heating up and a great, powerful surge of anger come out of him like lava spewing forth out of a volcano's top. It had not been enough for Harry to try and kill him, or even to try and kill his loved ones too just to spite him. Harry would not rest until he had taken every last thing from Peter.

And it was then that all of Peter's doubts and insecurities regarding the Secret Avenger's chances of success dissipated and were replaced with one clear certainty, one clear truth: that Spider-Man**_ would_** defeat Harry Osborn once and for all, and no amount of Cape-Killers, Hydra thugs, or even supervillains would keep that from happening.

_You've wanted a war Harry. And now you're getting one. And I won't hold anything back._

-X-

After gathering from his apartment the things he wished to bring with him, Spider-Man began swinging through New York, on his way to the designated site where he would meet Cloak and then get teleported back to the Secret Avenger's hideout.

As it was, his trip there was not without some...complications.

His Spider-Sense not going off before something strong, powerful, and angry slammed into him told Spider-Man immediately that he was dealing with yet another symbiote, something that was confirmed when he punched the figure off of him and got to see what she looked like, namely a blue, female, angry version of Venom.

Swinging down to grab his bag before it hit the ground, Spider-Man caught it and then made his way to a nearby roof. He set the bag down and then turned to face the new symbiote that had just landed down on the same roof, claws bared and a growl emanating from her mouth.

"We've been waiting for this for a **_long_** time." the Symbiote snarled.

"So what's your story? Venom's long-lost sister, daughter, cousin twice-removed? Help me out here."

"**_Shut up!_**" the villain snarled, before then the symbiote retracted to expose the face of a woman who was no older than Spider-Man, with short, messy black hair, a nose ring, and eyes that narrowed with feral hatred.

"We don't expect you to recognize us. But we still want you to see our face. We want you to see the true face of your killer. We want you to see. You killed our father. And now we kill **_you!_**"

And then, the symbiote covered the woman's face once more and she lunged at Spider-Man, who only barely moved out of the way in time. "I don't know what you're talking about. I've never killed anyone."

"**_Liar!_** You killed our father! You murdered Dennis Carradine!"

No sooner did his latest Symbiote foe say the name of his uncle's killer did Spider-Man's eyes widen behind his mask in utter shock. It was then that he realized that the name he had seen in The Daily Bugle, Jessica Carradine, had not in fact been mere coincidence. Now he knew the truth.

"No...you...you're Jessica Carradine aren't you?"

"**_No!_ **We are not **_not_** Jessica Carradine! Not anymore! **_We are Poison!_ **Poison to **_you!_**"

"Jessica, I didn't kill your father. It was an acci-"

"**_SHUT UP!_**" Poison roared, lunging at Spider-Man once more. Once again, Spider-Man only narrowly moved out of the way in time. Spider-Man took this as a good thing though, because with Venom, Carnage, and Hybrid he was straight up surpassed where speed was concerned. Here he could actually keep up, which in turn gave him some hope that he could actually win against a symbiote villain for once.

Poison's blind drive to hack him to bits also made her attacks sloppy, poorly coordinated, and ultimately very easy for Spider-Man to see coming and dodge as needed. And it seemed that with every attack he leaped over, sidestepped, or spun away from untouched, the angrier Poison got, every now and again letting out a roar or shriek, especially whenever she just barely missed her hated foe. This in turn inspired Spider-Man to taunt Poison: "Come on Poison, is that the best you got? Venom could always hit me on his worst day! Carnage could do it with one hand tied behind his back! How come you can't seem to do it?"

"**_SHUT UP!_**" Poison screamed, lunging forward impulsively in such a way that Spider-Man easily leaped over her head, kicking her in the back as he did. Poison turned around and slashed out with her claws, but Spider-Man ducked under the slash and then began to unload a few rapid-fire strikes before retreating again.

"You've got a bad temper I noticed." Spider-Man said, as he did moving out of the way of another of Poison's feral charges. "Personally, I think you could benefit from some yoga. I know it always helps me calm down after a stressful day of superheroics…"

Poison roared in anger yet again, and once more charged, bellowing. Spider-Man moved out of the way, before then shooting some web-lines at Poison and tugging with all his strength. Poison planted her feet in the ground and held firm, refusing to let Spider-Man pull her down. The struggle lasted for a few moments before Spider-Man was finally able to force Poison to the ground. Next heaving with all his strength, Spider-Man swung to the left and sent Poison flying over the edge of the building and into the air before she crashed down hard on the ground below, a car's top stopping her fall and getting turned into one large depression as a result. Looking down, Spider-Man hoped that that would be sufficient to keep Poison down for a while, but as he looked on, he could see Poison struggling to get up. Deciding he didn't want to stick around and wait for Poison to recover, Spider-Man decided to grab his bag and take off.

_As if I didn't have enough to worry about as is. It's probably too much to hope that Venom kept his promise concerning Carnage and whatever spawn **that** symbiote created..._

-X-

Patrick Mulligan's whole life had been turned upside-down.

Now, as he continued to run desperately through the streets of New York, he could again feel his palms sweating profusely and his brow furrowing even though it wasn't particularly hot out. His head pounded too, as though someone had seen fit to make it a drum, and all the while he could hear and feel the thing in his head, calling to him, screaming at him, pleading with him, and ultimately just making an awful lot of noise.

Now all Patrick Mulligan wanted was silence.

As it was, he was now in a fairly quiet place, an alley where no one was around. A place removed from the rest of New York. Clutching his head in his hands, Patrick Mulligan slunked down and begin to moan in despair.

"_Why are we stopping?_" The new voice in his head demanded. It sounded like a wailing infant, but one that spoke clear words, ones filled with a burning desire for an answer to the basic question it couldn't figure out on it's own.

"I can't run anymore. And I don't want to run anymore."

"_But we **need** to keep running. We need to make sure father never catches us. If he catches us, he'll kill us!_"

"_Your_ father, not mine." Patrick said harshly. To an outside observer it would appear as though he were talking to himself. But Patrick could feel the creature's presence just as clearly as he could hear it's voice in his head. He felt it as though it were a swarm of insects dancing across his body. And it gave him about the same kind of feeling to.

"_He'll kill us if he catches us_." the young symbiote replied simply, it's thought patterns still too unfocused and rudimentary to be able to do anything other than reiterate it's earlier argument.

"Forget it. He's nowhere in sight. Long gone. We're safe. We don't need to run anymore."

"_I don't feel safe here_." it whined. "_I don't like it here either. It smells bad_."

Patrick sighed deeply. Why he of all people had to be bonded to such a creature, and forced to play host to it was beyond him. But then in fairness it probably was nothing more than simple rotten luck.

"_We need to keep running_." it said again, at which point Patrick let out a frustrated sigh before saying angrily: "Alright, alright. If it'll shut you up we'll move again. Just give me a few more minutes to rest okay?"

"_But we **need** to move now!_" the infant symbiote whined.

Patrick sighed again and said: "Not everything can happen right away. You can't always get things you want right away."

Patrick didn't actually expect anything worthwhile to come of his attempts to teach the infant creature maturity, but he tried nontheless. After a few moments more of resting though, Patrick reluctantly forced himself back up and started to move again...until his presence was blocked by a rather muscular man.

"Going somewhere buddy?" he asked in a tone that told Patrick immediately that the man meant him nothing good. Patrick backed away on instinct, wishing as he did that he still had his police revolver, or even his taser or nightstick for that matter. Looking over his shoulder, he could see two more men, one fairly lean the other less so, appear behind him.

"Why don't you just do yourself a favor and come with us quietly?"

"What do you want from me?" Patrick demanded.

The bigger man in front of Patrick smiled. "Oh, not us really. It's more our boss who's interested…"

The two men behind Patrick were all set to move in and grab his arms, but Patrick spun about and punched the leaner man right in his jaw. He gasped in pain and fell backwards, but then the other man tackled Patrick. Patrick tried to force him off, but the man was bigger than him and wouldn't budge. Patrick could hear the bigger man approach the fight, and then felt a kick that struck him right in the ribs from the man he'd punched earlier.

"Shouldn't have tried to fight us." the biggest of the three said, before smiling and adding: "...but I'm glad that you did. It means we get to hurt ya."

But then, as the third man continued to try and pin Patrick down, he let out a scream as he heard the symbiote that had bonded itself to him let out a shrill cry of it's own. Patrick was able to force the man backwards, who went flying as a result. Screaming and then sinking to his knees, Patrick Mulligan at last lost control and the red and dark blue strands that made up the symbiote's being surged through and soon consumed Patrick's entire body. Seeing this, the men each entered their own symbiote forms, namely Lasher, Riot, and Phage, the latter of whom was now slowly coming back onto the scene.

"Damn. Figures he had to go and transform on us."

Riot though, was grinning ear to ear. "Good! We've been spoiling for a fight!"

As the three Artificial Symbiotes drew closer and closer to their transformed target though, the transformation of Patrick Mulligan was complete, and standing before the three villains now was a tall, muscular figure with a physique to match Riot's, and with dark blue colored legs and claws. The torso and head were the same color as Toxin's "father", and his face even resembled Carnage's to an extent, piranha-maw and all.

"You hurt us. You made us mad. You **_really_ **shouldn't have made us mad…"

**Author's Notes: And with that, Chapter 3 comes to a close. I already covered the trivia regarding Jessica Carradine and the Artificial Symbiotes in my Author's Notes for Back in the Neighborhood, but I can still talk a bit about Toxin. Basically, Toxin is the spawn of the Carnage symbiote, and like here was bonded to a police officer named Patrick Mulligan, who's morality kept Toxin from becoming a villain like his father. Instead, Toxin became more of an anti-hero the way Eddie Brock usually is. Unfortunately, this rather solid premise didn't last long before poor Pat was ingloriously killed off and the Toxin symbiote pretty much got whatevered, even losing to X-23, which doesn't really make any sense considering Toxin has beaten Carnage, who's beaten Spider-Man, who's beaten Daken, who's fought evenly with X-23...**

**...but anyway, that's 616 Toxin. I liked the character due to the idea of a non-pure evil Symbiote, and thus I wanted to include it in my Marvel Universe. So here he is. I hope you all enjoyed!**


	4. Brothers in Arms

Chapter 4: Brothers in Arms

"Looks worse already."

That was the reaction Scarlet Spider felt inclined to give as he swung through New York and how already he could see just by taking a quick look around well over a dozen different things that all pointed to how much Harry Osborn had changed things (and not for the better), not the least of which were the Cape-Killers that now actively combed parts of New York looking for unregistered and uncaptured superhumans, and other superhumans that Scarlet Spider knew immediately that he ought to avoid, namely the members of Harry's Avengers team.

That it was now December also ensured that the air outside was cold and frigid, and even with thermals worn under his bold red costume and enhanced durability to go with that, Scarlet Spider could still feel just a bit of the cold on his skin. The freezing air did well to emphasize the feeling of bleakness Scarlet Spider could already feel just by swinging through New York.

_For once I can understand why Kaine hates it here._ Scarlet Spider thought, even though he knew that this was not New York as it should be. Nevertheless, it was clear to Scarlet Spider that he had come not a moment too soon. Whatever superheroes were still out there would definitely need him.

_Hopefully my being Spider-Man's clone won't shake them up _**_too _**_much…_

As he continued to swing through New York though, Scarlet Spider's spider-sense began to buzz, which told him that danger was nearby. Sure enough, the dark blue form of Poison surged towards him and then slammed into him before Scarlet Spider could move out of the way in time. Scarlet Spider did his best to fight her off before finally succeeding and then swinging to a nearby rooftop. Poison followed, and Scarlet Spider soon found himself on the evasive again as all the while he tried to get a more solid picture of who it was that was attacking him. He quickly took note of Poison's claws, teeth, flicking worm-like tongue, and utter viciousness.

"My, what big teeth you have." Scarlet Spider noted in a deadpan as he looked at Poison, who snarled in response.

"Who do you think you're kidding!?" Poison demanded. "You can't fool us by switching costumes!"

"What? You really think I'm Spider-Man? Although then again, I suppose you would, wouldn't you?"

"_**Shut up!**_" Poison roared. "We're sick of your babbling! Do you _ever_ just **_stop talking!?_**"

Scarlet Spider sighed. "Figures I had to run into something that Spider-Man already pissed off. I really need to start getting more of a rep for myself…"

Poison roared in fury yet again and surged towards Scarlet Spider in a bloodlusted fury. This time though Scarlet Spider was able to move out of the way in time, avoiding the feral attack and shooting some web bullets at Poison to no effect. Poison slashed at Scarlet Spider and missed. Scarlet Spider tried to get in close and unleash the Way of the Spider on his foe, but she was able to take a distressing amount of punishment from his rapid-fire strikes, and her retaliatory attacks were both fast enough to hit him, and hard enough to hurt him. Upon realizing this, Scarlet Spider fell back.

_Okay, so that didn't work…_

Poison let out another roar and again ran at Scarlet Spider. Deciding then and there that he didn't want to stick around, Scarlet Spider took off on his webbing. Unfortunately, Poison pursued on tendrils.

_Damn. Looks like I'm in for it now..._

-X-

With a roar, Toxin lunged forwards.

Riot was the first one he attacked. He recognized the blue symbiote as the toughest and most vicious of the three, and thus Toxin's base nature and primal instincts mandated he go after him first. That, and he was the one blocking his exit.

Toxin laid into Riot with as much force and fury as he could muster. Riot responded by just taking the blows as they came and then trying to grapple Toxin and pummel him. The two began a brutal process of grabbing one another's arms and head and then forcing the other off, each one also throwing in a few punches here and there for good measure. Phage tried to get at Toxin from behind, but Toxin elbowed him in the face and then punched him backwards. Lasher tried to restrain Toxin's arms with his extra-long tendrils, but Toxin swung out with his arms and slammed Lasher into the walls and ground until the green symbiote at last relented and retracted the tendrils.

"Gimmie a real fight!" Riot bellowed as he continued to weather Toxin's abuse.

Phage again came in for another attack, and again Toxin fought him off, alternating between the yellow and blue symbiotes as they both lunged at him again and again. None of the three fought with any real strategy or skill, instead throwing punches around as wildly and ferociously as they could, striking one another again and again as Toxin did what he could to overwhelm his two opponents as they tried to gang up on him.

Then Lasher recovered and leaped at Toxin. Toxin tried to grab him, but Lasher evaded him and then tried to throttle him with his tendrils, using them as a kind of garrote. Toxin snarled and slammed Lasher into the wall behind him over and over, but this time Lasher held firm.

With Toxin now distracted by Lasher, Riot and Phage were on him again in an instant, both hammering away at him without mercy. Toxin bellowed and snarled as he received this beating, all the while still trying to tear Lasher off of him. Finally, he succeeded in grabbing Lasher and ripping him off successfully, before then slamming the green symbiote into Riot as hard as he could. Again and again he swung Lasher as though he were a broadsword, slamming him into Riot and Phage before finally tossing him away after he'd managed to force his way out of the corner he'd been backed up into.

With Lasher down and Riot and Phage reeling, Toxin felt he could come out ahead. Sure, he was injured too, but he could still fight, he knew he could. And more than that Toxin was angry. Angry in the way a predator or a beast became when it had been provoked, when it had been cornered, beaten, when it had been made to smell blood. And all of those things had happened to Toxin now. So he would respond as any true beast of power would.

With a roar, Toxin lunged at Riot and Phage again. This time though, he didn't reach them.

An intense, shrill sonic cry struck Toxin before he could move out of the way in time. Toxin let out a shriek of his own as the sonic vibration hit him and caused his symbiote to ripple and wail, which in turn made Patrick Mulligan feel as though he'd had a thousand needles stabbed into his person. Sinking to his feet, Toxin turned to the source and could see a new Symbiote creature had appeared, namely Scream, who shook her head at the sight.

"Knew I shouldn't have let you boys try this alone. Never get a man for a woman's job."

And then, Scream unleashed another of her namesakes at Toxin, and again he howled in pain. Enjoying the sight of Toxin writhing in pain and agony, Scream kept it up, and Toxin's symbiote began to flee and peel away from Patrick Mulligan's helpless body as Scream continued to torture it with her sonic namesake.

But then, before Scream could finish him off, a hailstorm of black bullets struck Scream in the back. She whipped around and received a booted foot to her face. As Scream went flying backwards, Riot, Phage, and Toxin all looked up to see a man in black body armor and mask surge towards them guns blazing. The black bullets they fired seemed to do a much better job of hurting Riot and Phage, and the two of them began to back away as they continued to be pelted with ink-colored projectiles. Toxin was eager to pitch in, but he remained on the ground, still in so much pain from Scream's sonic attack. Slowly, ponderously, the symbiote began to return to Patrick Mulligan as tears ran down his eyes and his ears rang like they were right next to a bell. He'd felt the pain almost as much as the symbiote had, and it left him just as disinclined as his symbiote was to get back up again.

Meanwhile, the man in black squared off against Riot and Phage. Weakened as they were from the fight with Toxin, the yellow and blue symbiotes were slower to strike, and the man in black avoided each and every one of their attacks with ease. Phage attempted a sweeping slash with his claws but the man in black leaped over it and then fired more black bullets right into Phage's face. Phage screamed in pain and covered his face as he backed away. Riot surged towards the man in black, but the man in black was ready for him and deftly side-stepped out of the way of every attack, responding to each missed blow with what a watching Toxin identified as military hand-to-hand. Determined to help, Toxin recalled the rest of his symbiote, staggered to his feet, and charged.

Riot didn't see Toxin coming in time to move, and Toxin slammed into him shoulder-first with the force of a speeding truck. Riot went flying out of the alleyway and right into a nearby car, which he then went right through before at last smashing into a wall with enough force to leave a small crater it. Riot groaned, forced himself out of the crater, took two steps forward...and promptly collapsed, face-first onto the pavement.

Toxin collapsed too, still weak from Scream's attack and now back on his knees. He looked up at the man in black and could see his appearance in a bit more detail. He had the look of a commando or black ops soldier, which would along with the fighting style support the idea that he was a military man of some kind. His chest-plate featured on the front a white spider logo, and the mask/helmet had two white eye-holes that actually narrowed as the man in black looked at him. White squares were on the fronts of his hands, which Toxin realized now that he looked more closely at them were actually more like claws.

"On your feet soldier." The man in black ordered, his voice actually sounding younger than Patrick's own, but nevertheless still filled with authority and grit. And it was for that reason that Toxin did as he was told.

"Who...who are you?" Toxin asked.

"Your grandfather kiddo." the man replied laconically, before then adding off-handedly: "...at least a part of him anyway."

"What?"

"Your symbiote. Mine's part of...never mind, I'll explain later. For now, stay close to me. You're going to need my help."

"And why is that? Again, who are you?"

"You can call me Agent Venom. As to why you need me, well the reason for that is simple: I'm a soldier, this is a war, and you just got drafted. Welcome aboard."

-X-

Spider-Man allowed himself a quick break to stop now that he was confident that he had put some distance between himself and Poison. Still wanting to err to the side of caution though, Spider-Man looked about for any sign of the symbiote villainess' presence. He found none, but with his Spider-Sense of no use here he wasn't taking that as an indication to breath easy. The one thing that reassured him though was the fact that Poison was unlikely to try and sneak up on him or remain in the shadows for long, her temper and bloodthirsty hatred of him being as bad as they were. If and when Poison did show up again, she'd be making a lot of noise.

But then Spider-Man's spider-sense _did _start to go off. Turning around, he saw a short, lean man in what he recognized as the costume worn by the Dark Avenger's Wolverine. And that in turn told him…

"You. What, your dad wasn't around so you decided to take a shot at me?"

Cougar smiled. "Something like that. That and the boss man wants you dead, so..." Cougar raised his arm and two claws popped out of his gloved hand while a third came out of his bottom wrist. An identical set of claws appeared on the other hand, and Cougar was soon in a fighting stance. Spider-Man had the good sense to move just as Cougar lunged at him with a roar. Cougar recovered from the miss quicker than he would have wanted, and soon the son of Wolverine was going at him again.

Spider-Man side-stepped and weaved his way out of every claw slash and thrust, and delivering punches and kicks when and where he could.

"Keep it coming bub! I can do this all day!"

Spider-Man responded by giving a good kick right to Cougar's face that hit him hard enough to send him flying backwards. Cougar growled as he staggered for a moment before his healing factor began to kick in and undo the damage done by Spider-Man's attack.

"Nothing you dish out can put me down. I got all of dad's powers, down to the Healing Factor."

"Yeah, I figured as much." Spider-Man said sadly before adding: "...but on the flip side, it means I don't get to hold back as much."

However, before the fight could continue any further, the two were interrupted by the arrival of the Scarlet Spider, who fired several web bullets in Cougar's direction. Cougar evaded these in time, but was still forced back by them. Scarlet Spider then landed next to Spider-Man.

"Scarlet! What are you doing here?"

"...please don't just call me Scarlet. As to why I'm here, I'll tell you after your friend here is down for the count...along with mine."

"Wait, what?"

Spider-Man turned to see Poison swinging down towards the two Spiders, both of whom managed to clear her path in time. Poison landed and then stared down the two Spiders.

"So you really _weren't_ Spider-Man...what does it matter though? You're still dead!"

"Friend of yours I take it?" Scarlet Spider asked Spider-Man.

"Something like that." he replied in a deadpan just as Poison and Cougar both lunged at the two Spiders yet again. The Spiders leaped out of the way, and with Poison now once more going after Spider-Man again and again, Scarlet Spider was forced to contend with Cougar, who's attacks he dodged as easily as Spider-Man had, which elicited frustrated grunts and growls from the son of Wolverine.

"So…" Scarlet Spider said as he weaved out of the way of more of Cougar's attacks. "...I take it from the claws and costume you're something of a Wolverine fan?"

Cougar's eyes lit up with utter rage and Scarlet Spider found himself regretting that particular remark when Cougar lunged forward with such speed he left a small cut on Scarlet Spider's hoodie as the hero narrowly avoided the attack.

"Not cool man. That custom hoodie wasn't cheap."

"_**Shut your mouth!**_" Cougar roared, unleashing more attacks on Scarlet Spider as he did. Scarlet Spider dodged them all, and retaliated with some kicks and punches that managed to knock Cougar backwards, with him sliding against the roof and almost going right over the edge of the building.

Cougar snarled as he got back to his feet before lunging at Scarlet Spider again, who managed to leap over his head and dodge his savage claw attack. Again and again Scarlet Spider danced around Cougar, deftly avoiding his frantic, frenzied blows much the same way Spider-Man himself had mere moments ago.

"Stand still you coward!" Cougar snarled, again slashing at thin air when he meant to slash at Scarlet Spider's flesh.

"And let you cut me to ribbons? I think I'm gonna pass on that if it's all the same to you."

Growling, Cougar lunged forward, claws extended. Scarlet Spider avoided him easily, and then continued to stay on the evasive, backpedaling as Cougar pressed his assault, all the while continuing to growl and snarl like a wild animal. But then perhaps in the end that was what he was. For after all, he _was _named Cougar.

Meanwhile, Spider-Man continued to hold his own against Poison, dodging when he could and replying in kind with rapid-fire attacks. His heart pounded in his chest and adrenaline surged through him as always, but this was one of the times when it was particularly intense.

Another punch from Poison that he narrowly avoided. A kick shot out to keep her off-balance. Spider-Man was quickly catching on to the fact that wherever he moved, Poison followed. Any strike he unleashed was parried, dodged, or endured, or vice-versa. Again and again the two danced around each-other, and Spider-Man realized it was as it had been when he had fought his clones Kaine and Ben:

An impasse.

Which of course meant, that something needed to appear that would tip the scale in Spider-Man's favor. And as it so happened, a certain man in red was right there to be that scale-tipper.

"Hey bro! A little help?"

"I'm a bit busy with Wolverine's red-headed stepchild right now." Scarlet Spider said sardonically as he continued to avoid Cougar's frenzied attacks, which had become that much more frenzied still after Scarlet Spider made the mistake of making light of his antipathy towards his father.

Eventually though, Scarlet Spider tired of being on the evasive, and no sooner had he gotten a solid feel for Cougar's fighting style did he start fighting back. Leaping over Cougar's latest thrust, Scarlet Spider drove his foot into the back of Cougar's skull. Cougar screamed in pain as it felt as though someone had put an alarm clock inside his head, and swung out with one of his arms. Scarlet Spider ducked under the messy and clumsy swing as he landed and then sped towards Cougar, striking him with the rapid-fire speed he had inherited from the real Spider-Man. Cougar rolled with the punches as best he could, but even he couldn't take the abuse for long, and his attempts to fend off Scarlet Spider were in vain as his claw strikes became more sloppy and uncoordinated the more he was hit. Finally, one last kick straight to the jaw sent blood flying out of Cougar's nose, knocked him backwards, and put him on his back where he lay still.

With Cougar down for the count, Scarlet Spider turned and ran at Poison. Poison saw him coming in time to shoot out some tendrils, but Scarlet Spider avoided these before then closing the distance and assisting his brother in their fight against Poison. Suddenly under attack from double the number of rapid-fire strikes, Poison roared in fury but was nevertheless forced back more and more. Every time she tried to strike one Spider the other rushed in and pummeled her some more before then retreating as the other Spider came in for another go. Eventually, Poison began to slow down, before at last the two Spiders together tripped Poison via a joint-web line. Poison collapsed and turned around just in time to receive a double-kick from the two spiders attacking in tandem. Poison was sent flying backwards by the attack before then tumbling and coming to a halt on the edge of the building. Poison moaned and tried to get back up, but mercifully the symbiote villain stayed where she was.

Breathing out a sigh of relief, Spider-Man turned to Scarlet Spider: "Thanks for the assistance. Don't think I could have beaten her on my own. We should count ourselves lucky though: had she been as strong as Venom or Carnage we wouldn't have beaten her at all."

"I take it Venom and Carnage have powers similar to her's?"

Spider-Man nodded. "To make a long story short yes. I'll fill you in on the details later. For now, we need to get out of here and get back to home base."

Scarlet Spider raised an eyebrow behind his red mask. "Homebase?"

Spider-Man nodded. "Yeah. You didn't really think it was just me by my lonesome did you? I'm part of the resistance now. And as of right now you are too. Hope you brought your sleeping bag."

-X-

"So…" Patrick Mulligan began as he and Flash Thompson continued to walk through New York in their civilian alter-egos. "..._your_ symbiote is actually a fragment of _my_ symbiote's grandfather?"

Flash nodded. "Yes. And as you saw from back in that alley ours aren't the only symbiotes out there. There's those four thugs plus at least one more named Agony who I already managed to beat. Wouldn't be surprised if she came back for more though. I know the others definitely will."

"And are those the only other ones?"

Flash shook his head. "I don't know. I know there's mine, the symbiote it's a fragment of, which is Venom's, yours, your symbiote's 'parent', and the ones of the five that are hunting both of us right now."

"What do they want with us? They said something about their boss being interested in me…"

"Who knows? Probably whoever wants us wants to weaponize us and control us in some way, find a way to make an army of Symbiote creatures."

"I've got enough of a headache with just _this_ one, never mind a thousand or more…"

_Hey! I'm right here! You wanna repeat that to my face buddy!?_

Patrick sighed deeply.

"Your symbiote giving you grief again?" Flash asked. Patrick nodded.

"Get used to it." Flash replied bluntly. "They're very demanding creatures. They require a lot out of their hosts. Not just a vessel for transportation and a body to draw on for shared vitality, but also purpose of some kind. Be it adventure, thrills, justice, or in many cases just straight up destruction. They also tend to have bad tempers, and require a lot of praise. Yours, being so young, will be particularly immature, but also impressionable. You should use that to your advantage."

"Wait, what?"

"Think about it: your symbiote is young. A newborn basically. That means it's a blank slate, and how you think and behave, how you act, can influence how it turns out. You can make sure that this symbiote is a heck of a lot nicer than the others of it's family."

Patrick made a humorless chuckle. "When I imagined becoming a father I never thought it would be like this…" Patrick muttered. He paused for a moment and then said matter-of-factly: "You seem to know an awful lot about these creatures. You're almost like an expert."

Flash Thompson shook his head. "Not exactly. I've just had one on me for almost one and a half years now, and let's just say I went through a lot of growing pains learning to control this thing. Almost lost the fight actually. But I _did_ learn some things in the process. Lucky you that I'm here to give you those nuggets of wisdom. Otherwise you'd have to learn the hard way like _I _did."

"Well, I'm glad to be having some help here. I don't really know anything about these 'symbiotes', so I really do appreciate all the information you're giving me."

As they continued to walk, Flash took notice of the police badge that was now being worn inside the pocket of Patrick's overshirt, it's top still peeking out.

"So you're a police officer?"

Patrick sighed. "Well I _was_ anyway. Now...I have no idea what I am, except for apparently this thing's father."

"Well look at it this way: you've got _me_ watching your back. And one thing you should know about me is when I've got someone's back, I've got their back. End of story."

Patrick nodded. "Good to know. Good to know…"

As they continued to walk, Patrick could hear his symbiote continue speaking to him, it's voice indeed sounding almost exactly like a hyperactive and over-excited child who didn't know when to be quiet.

_I like this guy. He helped us. He's nice. And he's got a part of grandpa, which is also nice. Do you think we'll ever meet the rest of grandpa? Do you think he'll be as nice as this part of him? Or will he be as mean as daddy? I don't know? Do you know? Hello? Hello?_

Patrick sighed and kept walking with Flash.

**Author's Note: And so, the last of the chapters set in 2013 comes to a close. The rest of this story takes place in 2014. Yes, I know I'm a year behind, but just bear with me. If nothing else I made sure to emphasize that it is the end of 2013 with the cold climate.**

**And now for some trivia!**

**Agent Venom is a thing in 616, and also the Ultimate Spider-Man cartoon as it turns out. For those who read Spider-Man Downfall, I did foreshadow this, and now here's the payoff! Sorry it took so long, but there really was no room for it in Back in the Neighborhood. Hopefully, his presence in this third and final chapter will make up for lost time!**

**Wolverine's son goes by Daken in 616, but I never understood why he called himself that. So instead, I decided to have him be called "Cougar" here, because like a Wolverine it's a dangerous North American mammal. I thought it kind of fit on that level. It's also a vicious big cat like a Sabertooth, thus connecting the name to Wolverine's arch-enemy as well. So therefore, Daken here is named Cougar. Also thought I'd note that my version of Daken/Cougar doesn't have the pheromone power that he had in 616, which was the only thing that allowed him to do well against Spider-Man in their fight in 616 anyway. The second Peter overcame that, he turned the tables and beat Daken. Hence why Scarlet Spider could beat a pheromone-less Cougar here.**


	5. On the Run

**Author's Note: And so with a new year upon us I return to this story! Note that as I mentioned before, the date of this story is one year behind our own, so this chapter is set in early January of 2014 rather than 2015. Just thought I'd emphasize that.**

**Anyway, hope you all enjoy my story!**

Chapter 5: On the Run

The cold early January air was bitter to the skin and senses both, something Spider-Man became acutely aware of the more he swung through the city. His superhuman durability and the thermals he now wore under his costume ensured that the cold was not in any way painful, but it was an irritant to be sure. Between that and the ever-less friendly atmosphere Spider-Man was greeted with when he went swinging about, he wondered if perhaps he wasn't better off just staying in-doors.

But no, Spider-Man thought. No, he had to stay out and about. The ever-present desire to make sure he got in his day's time patrolling New York and staying on the look-out for potential dangers ensured that he kept at it. That, and if he was being totally honest with himself, Spider-Man couldn't stand still. Couldn't keep hiding. He needed to be out and about for at least a little while. Needed to be _doing _something.

As Spider-Man continued to swing through the snow-capped buildings of New York, looking down at the masses that every day looked at him more and more like he was a total stranger, he thought about his current situation and lot in life.

The tail end of last year had seen him spending more and more time with the Secret Avengers, to the point that most of his most important possessions in life had already been moved there. Little did Spider-Man know that such a move on his part was about to prove to be a most prudent one indeed.

_And it sure does feel lonely out here… _Spider-Man mused as he continued to swing through the snow. _With even DD gone and what other unregistered heroes there are being mostly in hiding I seem to be the only legit superhero out and about these days. Well, at least Ben's here now._

Spider-Man's spider-sense buzzed to indicate the coming of something dangerous. Figuring it was the Cape-Killer helicopters doing their usual patrols, Spider-Man swung out of sight, hiding behind a building as, sure enough, a helicopter bearing the SHIELD insignia did indeed fly by. Fortunately, they didn't spot him and continued on.

_Much as I don't mind the limelight, that's one kind of attention I can definitely do without. _Spider-Man thought as he swung away, going out of his way to put some distance between himself and the Cape-Killer helicopter. As he swung by though, he neglected to notice that someone else was watching him. Two people, in fact.

"He was hiding from that helicopter." the woman of the pair noted. "That's a bad sign."

"Eh, I had the same sort of problems every so often. I'm not surprised. In any event, those helicopters are soon to be the very least of his worries."

"I know love, I know. Do you think we should approach him now?"

The man shook his head. "No my dear. Let's wait a little while longer. The situation may be dire, but not so much so that we can't put it off for a _little _while. Besides, there are others more in need of our immediate assistance."

The woman nodded. "True. Which one should we go to next?"

"I already have one selected. Follow me."

And with this exchange, the couple vanished, gone from both New York and the Earth.

-X-

"I think I might finally be getting the hang of this a bit." Patrick admitted as the symbiote covering his body retracted now that his latest escapade as Toxin had come to a close. "...I think the Symbiote's responding to me better. It's listening more, obeying my commands. And it doesn't whine as much either."

"_Hey! I heard that!"_

Patrick sighed. "...actually, scratch that last one. It's probably just wishful thinking."

"My advice to you would be to keep at it. With these symbiotes you always have to impose your own will on it, always make it clear that you're the one giving the orders. You stop doing that, and the Symbiote starts taking your body on one really bad joy-ride. Think of it like being stuck in a car with a drunk driver, only the ride never ends."

"You sound like you're speaking from experience again."

Flash nodded. "I am. On both counts actually."

"...oh."

Patrick's police career had seen him arrest a few drunk drivers in the past, but he also knew that people could change. In light of Flash's going out of his way to help him, he felt confident that the man had improved after whatever bad brushes with the law he might have had before.

"So…" Patrick began, before stopping, and adding: "...where do we go from here? I'm not going to have to be on the run for the rest of my life am I? Hunted constantly by those...things?"

"If I can figure out where those damn things are being made and destroy them at the source, no. That's my mission you see. Find the source of these new symbiotes and blow it sky-high. And then hopefully whoever was making these artificial symbiotes in the first place can get what they deserve."

"Artificial?"

Flash nodded. "Yeah. The ones we fought? They were _grown_. They're not natural. My symbiote can sense it, and if yours ever matures it will be able to too. Of course, by that point we'll have hopefully destroyed them all."

"You still haven't told me who these 'symbiotes' are working for…"

"That's because I don't know, though I could probably guess. Oscorp's always had a shady reputation, and with Harry Osborn having been exposed as the Hobgoblin a couple years back, I wouldn't be surprised if his scientists were growing symbiotes somewhere…"

"Harry Osborn...I think I've heard of him. Isn't he leading a new Avengers team now?"

Flash nodded, the look on his face grave. "Yeah, he is. But don't think that means he's a nice guy now…"

-X-

Harry Osborn stared out at the snow as it continued to fall outside of his window. His cold eyes scanned the scene in front of him even though it had nothing special to show, but then Harry wasn't really looking for anything his eyes could locate on their own. No, he was busy...thinking.

_He's still out there._

_That he is. We need to kill him now, so he'll finally be out of our way for good._

_And for revenge too of course._

_Yes, of course! Why wait any longer? Now's the perfect opportunity! Strike now, before he slips away again!_

_I don't trust Hill to do the job properly, or anyone else frankly. This is something we need to do ourselves._

_We can still bring back-up though._

_Yes, we can. And I think I know just who to bring…_

-X-

Peter sighed in frustration as he fell backwards onto his couch. Looking out in front of him only served to remind Peter of the things he'd moved out of his apartment and left in the Secret Avenger's hideout in the event his apartment was ever compromised, and _that _in turn only served to make him more miffed than before. That he hadn't made much if any progress with his Spider-Armor at Horizon Labs also increased his irritation, and especially when there could scarcely be a better time for him to have it ready.

_Even if I did build it with different villains in mind. _Peter acknowledged bitterly.

Peter quickly decided that he had to talk to someone, anyone, or he'd only get even more agitated than he already was. Getting up, Peter called his aunt, eager to hear her soothing and reassuring voice once again.

The phone rang. Busy signals came through. Finally, Peter heard his aunt's voice: "Hello?"

"Hi Aunt May, it's me."

"Peter? How are you? It's been a while since you've called…"

"I know Aunt May, it has been. I've been...I've been really busy lately."

"Are you alright? I've been hearing so many awful things on the news lately. After that horrible man killed all those people…"

"He's not going to hurt you, me, or anyone else here." Peter said, it now being _his_ turn to reassure _her_. "...at this point I'd be more concerned about the people we've tasked with keeping us all safe. One Osborn and his crew in particular…"

"I saw them on the news too." Aunt May admitted. "You're not really a part of that team are you Peter?"

Peter shook his head fiercely. "Not a chance. You taught me not to hang out with bad people a long time ago, and whoever those bogus Avengers may be they're not…"

Peter paused as he realized his spider-sense was tingling, and in fact more than that it was buzzing **_hard._** Realizing he needed to move fast, Peter raced to where his Spider-Man costume was, as he did saying: "Uh, Aunt May, something just came up and I really need to go. I'm sorry to break off like this. I'll talk to you later, I promise."

"Okay Peter. Is everything alright?"

"Not exactly." Peter confessed before adding: "...but I should be fine. I'll call you back, I swear. I love you."

Peter said that last bit just to make sure his Aunt would know it one last time in the event things didn't go well. His spider-sense was now ringing intensely, and no sooner did Peter slip on his Spider-Man costume did he dive to one side just as something was shot right through his window.

What came next was a blur to Spider-Man, and confounding to all of his senses, even his Spider-Sense, which itself was now going absolutely crazy. Spider-Man screamed in pain and clutched his head tightly as he struggled to get a feel for what was happening to him. He felt sick, nauseous, was shaking violently, and his head felt as though someone had taken a jackhammer to it. He was also starting to cough violently and his vision was getting blurry.

Realizing very quickly that he wouldn't last in these conditions, Spider-Man desperately smashed through the window that the canisters of the chemical gas had already been shot through, but as he did he found himself plummeting. Spider-Man tried to shoot out a web-line, but for once he was too slow, and his vision remained too blurred to make him accurate anyway. Spider-Man gasped in pain as he hit the ground, his body in turn feeling like it had been hit by a semi-truck.

Spider-Man gasped again and then coughed and grunted as he felt bruised and battered. Staggering to his feet, Spider-Man found it painful to walk. But, he soon found, at least the chemical gas was gone, and his head was already beginning to clear, but his Spider-Sense in turn started to buzz intensely again.

Sure enough, Spider-Man now saw two vans drive up in front of where he was, and from these vans, squads of Cape-Killers spilled out. Next thing Spider-Man knew, he had well over two dozen guns trained on him. On a nearby rooftop overlooking Peter's apartment, the Dark Spider-Man who was really Hybrid in disguise oversaw the arrest in progress along with the Cape-Killers who had shot the canisters through Peter's window. It was he who gave the order: "The boss made it clear he wants a body. So take him down." Then, adding with just a hint of sadism: "...and make it hurt."

A dozen shots rang out at once. His spider-sense (and agility) kicking into overdrive, Spider-Man ducked, weaved, and moved out of the way of each of the bullets as they came. He surged past two Cape-Killers, leaping right over their heads as he took off to the left. He web swinged to a nearby building and then swung through the air as the Cape-Killers pursued. Spider-Man didn't bother to look back, didn't stop for anything. All he was thinking now was that he had to survive, and to survive he had to get away, had to retreat to the safety of the Secret Avenger's hideout. It was his only sanctuary now.

The Cape-Killers continued their pursuit, Spider-Man finding to his horror that their helicopters were gaining on him more easily than before. Spider-Man felt slower, more sluggish. His body no longer shook and he no longer felt a powerful urge to vomit, but he was still suffering from whatever it was he'd been gassed with.

_Harry must have found some kind of cocktail to weaken me with...what is it?_

Spider-Man's thoughts were interrupted when his Spider-Sense signaled the rapid approach of a new threat. Spider-Man tried to move out of the way, but this foe was too fast for him, ramming into Spider-Man with incredible force and taking off with him in tow. Spider-Man quickly realized that it was Harry in his American Son armor.

Spider-Man felt American Son's grip on his throat tightening. He gasped for air and realized he wasn't taking in any. Quickly, instinctively, Spider-Man reached for his belt, took out the one thing he knew had a chance at saving his life, and slammed it into American Son's arm.

An electrical surge shot through the arm and short-circuited it, which caused it to release it's grip on Spider-Man who plummeted, gasping for air as he did. He stuck himself to a nearby wall and started taking in mouthfuls of air. Mercifully, the helicopters were far enough away now that Spider-Man could get this respite without being shot, but then American Son flew up in front of him.

"EMP device...and it actually shut down my arm…"

Then, American Son raised the arm and out came a repulsor blast that Spider-Man barely dodged, back-flipping higher-up onto the wall of the building as he did.

"...temporarily anyway. You didn't really think I wouldn't make sure this armor was shielded against EMPs did you?"

"Still worked though."

"Not long enough." American Son replied curtly before then surging forwards with the intent of pulverizing Spider-Man into mush. This time, Spider-Man was able to move out of the way of his charge, as he did firing out a mess of webbing for American Son to fly straight into. This bought Spider-Man time to put some distance between himself and his armored foe as American Son savagely tore apart the web-net he'd been caught in.

Spider-Man considered his options as he continued to swing. He'd known he might have to face Harry in his American Son armor, but he'd only had time to make the one EMP device at Horizon Labs, and they clearly didn't do much good anyway. He knew he couldn't match the armor in a straight on fight either, and likely couldn't even outrun him. What was he to do?

Deciding that at this point anything would be better than just giving up, Spider-Man continued to swing furiously, turning a corner and hoping that American Son didn't take the direction he went down. He then swung lower to the ground to lose the helicopters before they spotted him and signaled American Son. So long as they didn't know where specifically he'd gone, he had a chance.

Soon, Spider-Man was on the ground. His Spider-Sense had stopped buzzing for a moment, suggesting he was safe for now. Looking around for a nearby manhole cover, Spider-Man soon found one, and rushed forward. Ignoring the shouts of the confused pedestrians, Spider-Man raced to the manhole cover, lifted it, and dropped right down it, closing it as he did.

Now he was in the sewers, but this time around the bad smell came as almost a kind of relief, Spider-Man breathing a long, deep sigh as he allowed himself to think that for the moment at least, he had evaded pursuers he had no hope of overcoming in a fight.

Spider-Man came to a platform overlooking the flowing sewer water, and chose to rest there. He slumped against a nearby wall and tried to call the other Secret Avengers via the communicators they now all had, ones that could not be traced courtesy of Yellowjacket's modifications to them. But unfortunately, when Spider-Man turned it on and tried to contact Cloak and Dagger he received only static.

"...and no reception down here. Brilliant."

Spider-Man's predicament went from bad to worse when his spider-sense began to buzz again, alerting him to the fact that he was no longer alone in the sewers. Getting to his feet in an instant, Spider-Man web-zipped from wall to wall in the direction opposite the one the danger was coming from. As he continued to move though, he realized that his Spider-Sense was alerting him to something coming at him from the direction he was taking as well. Cursing his bad luck, Spider-Man tried moving to the side, but he soon found to his horror that it was a dead-end.

Thinking quickly, Spider-Man web-zipped to the ceiling and began making his way across it. With any luck he could pass right over the heads of whatever was nearby, something that was causing his Spider-Sense to now buzz quite hard.

Fearing detection, Spider-Man briefly paused, knowing as he did that his bright red and royal blue costume was less than ideal for stealth purposes. But also knowing he couldn't stay still for long, Spider-Man began to move once again, this time more slowly than before so as to make less noise.

He could see who was down there in the sewers with him now. He was a tall and well-built man in black commando and spec ops gear and body armor that covered him completely. He wore some kind of black mask over his face, though Spider-Man couldn't make out the details because the man currently had his back to Spider-Man. Mounted on the man's back were a pair of sheathed swords, katanas if Spider-Man was making them out right. Interestingly, he seemed to have no other weapons on him.

Spider-Man considered his options. He could keep moving, but he feared detection. Perhaps he should just wait until the man in black moved on on his own. But how long would that take?

But then, the man said: "I know you're here somewhere. You might as well come out now. I don't like waiting for anything, least of all my prey. Come out now and let's end this."

Spider-Man's eyes widened in surprise behind his mask at the man's statement. He froze in place as he again considered his options. Did the man really know he was there, or was he simply spouting off? Should he indulge his pursuer, or stay in hiding?

His choice was made for him when the man in black turned around and looked up, seeing Spider-Man as he did. Spider-Man cursed under his breath before then diving to the ground and rolling (as he did drenching his costume in sewer water) just as several shuriken came at him.

Staggering to his feet as the horrendous smell of the sewer water filled his nose and eyes and his soggy costume stuck to his skin oppressively, Spider-Man held his ground as he saw who his foe was in full. His mask's front was now plainly visible, and resembled a kind of skull almost. Between that and the swords, Spider-Man was reminded of the Taskmaster, but this foe was a different man, of that he was sure. Who specifically, Spider-Man didn't know, but if his spider-sense buzzing the way it did was any indication, he was bad news.

"Had a feeling you might flee down here. My employer had the same idea, which is why there are those SHIELD boys down here as well. Think you can beat me before they show up and gun you down?"

"I think so." Spider-Man said darkly.

The man in black chuckled. "We'll see. If I were you, I'd consider myself lucky. I've always found death by the sword to have a much more...poetic feel to it then death by a clumsy, graceless gun."

And then, the man in black drew his two swords (which were indeed katanas) and lunged forwards. Spider-Man back-flipped to avoid him as the man plunged his two swords into the ground. Pulling them out, the man surged towards Spider-Man with a distressing amount of speed. Spider-Man leaped over him, but then had to weave his body out of the way to narrowly avoid an upwards thrust of a katana, and then ducked as the man spun about and swung out with one of his swords. This was followed by yet more sword slashes, ones that forced Spider-Man back more and more.

"You're as fast as the stories said you were. That's good. I've been _dying_ for a challenge."

"Who are you anyway?" Spider-Man asked as he continued to avoid the man in black's blows. "...I mean, you're obviously not Deadpool, Bullseye doesn't do swords, and I beat up Paladin already. The skull and swords make me think you're a Taskmaster fanboy. One of his students maybe?"

At this, the man in black laughed. "Student? No. I _defeated _the Taskmaster. Beat him like he was a child in fact. Just as I did to Black Widow and Wolverine, and just as I'm going to do to you once my swords' cold steel find their way into your warm flesh."

"Okay...I think you need to take your medicine again."

"Joke all you want. It won't change a thing. And as to who I am, you can simply call me...Mr. X."

"Mr. X huh? Any relation to Mrs. Y?"

Mr. X said nothing, instead lunging forward again. By now, Spider-Man had adjusted to Mr. X's high level of speed and began retaliating. He fired some webbing at Mr. X's katanas to pull them away, but Mr. X sliced the web-lines to bits as they came at him, his swords flashing in steel blurs as they cut the web-lines away.

Seeing that that strategy wasn't working, Spider-Man instead elected to fire some webbing at a lower angle, aiming for Mr. X's legs. Mr. X sliced these web-lines to bits as well, but Spider-Man was able to surge forwards quickly enough to intercept the villain as he did this, striking out with his leg. The kick struck Mr. X square in his armored chest, but said armor seemed to hold, and Mr. X in the end didn't fly back as far as Spider-Man would have wanted.

Mr. X quickly leaped to his feet, and went at Spider-Man again. Spider-Man fired some webbing but by the time he'd raised his arms and fired the web lines, Mr. X already had his swords raised to meet the webbing, and once more, the web-lines were slashed.

"Wow...you're fast."

Mr. X smiled behind his helmet as Spider-Man said that. If only he knew part of the reason why that was. But then he'd probably figure it out soon enough.

Mr. X surged towards Spider-Man once more, swords flashing. Spider-Man spun away untouched, before then darting forward again. Mr. X slashed at him, and Spider-Man found himself surprised with how quickly the mercenary reacted to his attack, and in turn how close Spider-Man came to being cut by the sword.

Spider-Man backpedaled, but Mr. X pursued. Spider-Man realized that every time he made some kind of move, Mr. X rapidly responded to counter him. Again Spider-Man tried to make an attack, and again Mr. X reacted quickly. _Too _quickly.

Then it dawned on Spider-Man: that was why Mr. X was so good. Why he could keep up. By whatever means, the mercenary had some kind of precognition. He could sense Spider-Man's moves right before the hero made them.

As Spider-Man realized this, Mr. X began to take the initiative, bearing down on Spider-Man with swords swinging. Spider-Man narrowly evaded each strike as it came, one managing to tear his costume a bit but not his skin. Pulse quickening as he realized how close he'd come, Spider-Man backpedaled more quickly, and then decided that if knowing his foe's moves before they made them was how Mr. X operated, then Spider-Man would just have to go too fast for the villain to keep up.

Lunging forward, Spider-Man hit Mr. X so hard he left a crack in the skull-like visage on his mask's face-plate. Mr. X went flying backwards, but recovered and slashed out with one of his swords. Spider-Man was gone by the time he did this, and landed right in front of Mr. X. He ducked under the slashes of Mr. X's swords and then delivered several strikes to his armored torso that came too hard and too fast for Mr. X to respond. A kick disarmed Mr. X of one of his katanas. Mr. X slashed out with his other katana, but Spider-Man ducked under this slash and then kicked the katana out of Mr. X's hand, before then shooting a web-line at it and tossing it away.

Mr. X came at Spider-Man fists and feet flying. Spider-Man ducked and dodged out of the way of every strike as it came, before then retaliating with his own. Now though, Spider-Man was striking so fast that Mr. X could only see what his next few injuries would be, helpless as he was to react to most of them. For every strike Mr. X evaded successfully he walked into two or three more. By this point his armor had been largely ruined, and Spider-Man broke off his attack, knowing that if he kept at it the way he was he was likely to break quite a few bones in the other man's body.

Mr. X was staggering now, swaying. He collapsed onto a knee, but then willed himself to stand up again, even though he felt bruised and battered all over. He took a few steps forwards, then incredibly managed to move as Spider-Man fired some web-lines at him to trip him up. Snarling, Mr. X surged towards Spider-Man. Spider-Man leaped over his head, but Mr. X grabbed his leg and pulled him down. With his other hand he drew a knife and tried to plunge it into Spider-Man's body, but Spider-Man reacted in time to catch the knife hand. Mr. X though had already wrapped his other hand around Spider-Man's throat.

"I know your every move before you do." Mr. X snarled, the damage to his mask now such that one of his eyes was showing, narrowed with hatred and a clear desire to murder present in the lights of the eye. "And I always, _always _kill my mark!"

Spider-Man responded by kicking Mr. X so hard he sent him flying up into the roof of the sewer tunnel, which he impacted into before then falling down into the sewer water where he lay still. Fearing that he might have killed him, Spider-Man tore off Mr. X's ruined mask and put a finger to his throat. There was a pulse. Faint, but present. And Mr. X's head seemed to be intact as well, meaning the helmet had done it's job one final time.

Spider-Man's relief was short lived though, when he heard the sounds of men approaching, shouting, calling out to others to follow. Taking that as his cue to leave, Spider-Man took off down the tunnel opposite the one that he already knew lead to a dead end. Faster and faster he continued to run, but the voices of the Cape-Killers did not fade away.

On through the sewers he went, running through slush, and muck, and the other foul contents of the place until finally Spider-Man saw a ladder up ahead. Breathing a sigh of relief, Spider-Man went up the ladder and then came out through a manhole cover and back into the bustling city. People gasped in shock at the sight of Spider-Man, and the freezing cold air made it's presence known to his skin. That Spider-Man was now wet and also not wearing the thermals beneath his costume ensured that he felt his skin grow numb pretty quickly, but not so much so that he couldn't still press on.

He swung through the city once more, the cold air slamming into his body as he experienced the familiar rush of web-swinging and causing him such discomfort he clenched his teeth. He looked around as he swung. It was near one of the rendezvous spots the Secret Avengers had agreed on. If he could just keep going forward for a little while longer, he might just make it. Felicia Hardy's penthouse was in this area of the city as well, but Spider-Man knew that with her working for SHIELD he couldn't go to her…

He took out his communicator and turned it on. He got only static for a few moments before the voice of Captain America came on: "Spider-Man?"

"Cap? Cap? Thank God. Harry's decided he wants me dead and I've got half the Cape-Killers in New York plus mercenary psychos after me right now. I need an extraction."

"What's your current location?"

Spider-Man looked around for a few moments to get a feel for where he was specifically, and then relayed what information he got from that back to Captain America.

"Sit tight. I'll get Cloak to your position as soon as I can."

Spider-Man's Spider-Sense buzzed once again. More helicopters were coming in, and Spider-Man took that as his cue to keep swinging. "Yeah...I don't think I can do that. I need to lose these guys first. I'll call you back when I'm in a more secure location."

Spider-Man swung past some more buildings to try and lose his pursuers, but to his horror he saw that another helicopter was heading in his direction.

"Fire!" he heard someone shout.

Next thing Spider-Man knew he had taken another canister of that gas from before to the face. Coughing and gagging, Spider-Man found himself plummeting. He shot a web-line at a nearby building to ease his descent, but as he swung up, something metal and hard hit him square in the chest and he went smashing through a nearby window and in turn into a nearby office building.

Spider-Man rolled and tumbled, as he did his head spinning and pounding both. His Spider-Sense was pounding in his head like an execution drum and giving him about the same feeling too. Spider-Man staggered, hoping he'd gotten clear enough of the chemical that he could dodge what came next instead of being hit again.

Sure enough, he sensed the shield rocket towards him for another go. Diving to one side, Spider-Man knew as he dodged that there was only one person with a shield like Captain America's who could be here hunting him.

_Looks like I get to face Taskmaster after all…_

"Fire again!" one of the Cape-Killers ordered. Sure enough, another canister of the same chemical as before was fired. This time, Spider-Man saw it coming in time to web it and hurl it back at the helicopter, sending up a thick cloud of the chemical and prompting the helicopter to fall back just as another one came in and let loose with some more chemical canisters. These ones too were disposed of.

"Aren't you guys concerned about the people in the building?" Taskmaster asked curiously as the helicopter he was in got clear of the chemical cloud.

"Boss' orders were to take the freak down." one of the Cape-Killers said coldly. "He said he didn't care about anything else."

"Lot of collateral damage though. Seems sloppy to me. Unprofessional."

"Shut up low-life. We're paying you good money for this if you can bring us Spider-Man's head."

Taskmaster shrugged. "Alright then, let's do this."

"Bring her around! We're going back in!"

The helicopter pilot did as instructed and the vehicle made it's way closer. By now Spider-Man was shouting at all of the civilians that hadn't already fled to clear the room, just as another payload of gas canisters were shot through. Spider-Man ran with the civilians into the adjacent rooms just as the gas canisters collided with the ground and sent up another thick cloud of the chemical that seemed to have the uncanny ability to bring Spider-Man down. Whatever it was, he didn't like it.

_Must be something Harry cooked up...or just a chemical that I was weak to without knowing it._

By now, Cape-Killers were swarming through the building, guns raised and with Taskmaster among them.

"Attention Spider-Man! Come out with your hands in the air!"

_What, so you guys can fill me full of holes? Thanks, but no thanks."_

More canisters were thrown into the room. Mercifully, these weren't the chemical but just smoke. Sticking himself to the ceiling, Spider-Man looked down into the smoke as the squad of Cape-Killers moved in.

From his position, Spider-Man saw no less than half-a-dozen Cape-Killers, all with rifles raised and targeting lasers turned on. Taskmaster was there as well, shield in one hand, and drawn carbonadium sword in the other.

_Great...the government sponsored thugs I can handle, but Taskmaster's going to be tougher. After American Son, Mr. X, and all of this running and swinging I'm getting kind of tired…_

Keeping his eyes fixed squarely on the Cape-Killers, Spider-Man fired webbing into the backs of two, only to find that the webbing slid right off. Swearing under his breath, Spider-Man moved out of the way of the barrage of bullets that struck the part of the ceiling he'd just been in. He fired webbing into the faceplates of half of the Cape-Killers, grateful that that part of their armor was not webbing-proof, and then dropped down on top of the others. He swiftly knocked back the ones who he hadn't blinded, before then attacking them and downing them as well, also making sure to use his webbing to disarm the Cape-Killers of their guns, tossing them to the side with his webbing as he did.

Spider-Sense buzzing again, Spider-Man only narrowly evaded the sword slash of the Taskmaster. Back-flipping to put distance between himself and the villain, Spider-Man stared him down, the lenses of his mask meeting the skull-face of the mercenary supervillain.

"I just want you to know, this is nothing personal Webs. But you did unfortunately pick the wrong guy to have as an arch-enemy. Harry Osborn's one very rich man, and he's made me a tender, juicy offer that I just can't ignore."

"Figured as much." Spider-Man said, not even trying to hide the disgust in his tone.

"Hey, don't get like that, I taught you some of your moves you know. You should know how I do business by now. Just be glad it's me and not Mr. X that's collecting."

Taskmaster hurled his shield. Spider-Man ducked under the shield throw and then leaped into the air to avoid the shield's return trip. Spider-Man landed and then braced himself for another toss of the shield that came soon enough. Putting what he remembered of Taskmaster's fighting style to good use, Spider-Man kept moving, as he did firing web bullets at Taskmaster, who evaded them all. Running towards Spider-Man, Taskmaster began slashing wildly with his sword, the carbonadium blade cutting through the air but fortunately not Spider-Man as he continued to keep his distance.

Again Taskmaster threw his shield. This time Spider-Man webbed it up and swung it at Taskmaster's head. Taskmaster ducked under this and then ran at Spider-Man again, now grasping his carbonadium sword in both hands.

Spider-Man ducked under the first slash, then back-flipped to avoid the second. By this point Spider-Man was finding his body getting tenser, his pulse quickening ever faster, and his mind racing but also becoming pained at doing so. He wasn't sure how much more fighting he could do.

Another cut from the sword. Spider-Man dodged it and grabbed the sword arm. He delivered several kicks to Taskmaster's torso but his body armor held, same as Mr. X. Taskmaster grabbed Spider-Man and threw him over his head, but Spider-Man reversed that to hurl Taskmaster back a ways. Taskmaster rolled and tumbled, before then recovering. With his free hand, Taskmaster drew a handgun and fired. Spider-Man avoided the shots as they came, and then realized too late that Taskmaster had used it as a means of distracting him while he closed the distance once again.

Spider-Man dodged the next sword strike, and then barely weaved his body out of the way in time to dodge what came next: a fierce lunge from a hand that three glowing claws came out of.

"Oh man, come on! Wolverine too?"

Taskmaster smiled behind his skull mask as he held up the claws glowing a fiery orange to admire them: "Retractable metal claws that can be superheated into three small plasma cutters. I took Wolverine's greatest weapon and upgraded it. Cost more than my house to make granted, but it was worth every penny."

Taskmaster then lunged forward again, sword in one hand, and claws coming out of the other. Spider-Man found himself evading the slashes, thrusts, and cuts for a while longer before then his Spider-Sense buzzed to indicate the arrival of something else, namely another Capekiller helicopter.

Diving to one side on instinct, Spider-Man dodged the chemical canisters as they came, and as they impacted he screamed out: "What the hell is that stuff anyway!?"

"Ethyl Chloride." Taskmaster noted. "...at least that's what it said in the brief. Turns out you can't stand the stuff."

"No kidding." Spider-Man said, gasping as he tried to put as much distance between himself and the cloud as he could. It was no use. Soon, he felt himself growing weaker and collapsing.

"Chemical that weakens me, Cape-Killers with armor covered in an oil coating to make my webbing useless, you…" Spider-Man made a bitter chuckle. "...Harry thought of everything didn't he?"

"Would seem that way." Taskmaster said with a nod before then raising his sword. "Because I like you I'll give you a choice: do you want the sword, or the claws? And don't worry, I'll make it clean. Quick. You deserve that much at least."

"How about I pick 'natural causes' instead?" Spider-Man asked before then firing some webbing at Taskmaster's face that he cut to ribbons before it reached him. Spider-Man prepared to move, but then another squad of Cape-Killers smashed through the window and trained their guns on Spider-Man, several green dots from their targeting lasers now on his body. He tried to move, but instead of dodging the bullets, he felt a sharp, hot stabbing pain hit him.

Spider-Man cried out in agony and fell to the ground. The Cape-Killers opened fire again but Spider-Man created a web-shield to protect himself from the gunfire. He felt blood coming out of his body and he was now grounded. Fear surged through every muscle in his body as he realized he'd been shot. He felt the pain in three different places. He'd been shot. How could he have been shot? He remembered suddenly when Deadpool had shot him before, and to his horror it dawned on him that the Cape-Killers had tracer rounds. Just one more way in which they'd prepared for this encounter.

Spider-Man looked out and could see the Dark Avenger's Hawkeye with them, a sadistic smile on his face as he looked at the helpless and prone Spider-Man.

"Shock isn't it? To feel a bullet pierce your flesh?" Dark Hawkeye chuckled. "That's Osborn's Tracer Rounds for you. Sure, they take the fun out of aiming and the fine art of marksmanship, but they do make killing _you _a hell of a lot easier…"

Dark Hawkeye drew an arrow and aimed it right at Spider-Man. "You can't take us all hero."

Instinct taking over, Spider-Man fired a web-line at a nearby chair and swung with all of his might, slamming the chair into Dark Hawkeye and knocking him down. Dark Hawkeye's fired arrow embedded itself in Spider-Man's web-shield. The Cape-Killers opened fire again, but now Spider-Man was on the move, using his web-shield to protect himself from the gunfire long enough for him to make his way out the shattered window and swing to the other side of the building. He webbed up his bullet wounds and then swung off again.

He didn't get far though. The loss of so much blood forced Spider-Man to land, where he crashed onto the roof of a nearby building. The world swam before his eyes and he felt colder than ever. His vision was going dark. He wanted to rest.

No. He couldn't rest. He had to keep moving or he'd die. He couldn't wait for the Secret Avengers to pin-point his coordinates and then send Cloak. He had to go somewhere else. And as it was, there was only place he _could _go.

Felicia's penthouse was close by. He could make it if he just kept moving. That her ties with SHIELD mandated she turn him in was of no consequence to him. At this point, she was the only chance he had of seeing tomorrow.

Spider-Man staggered to his feet. Suddenly, his arms shot up for his mask and pulled it up enough to expose his mouth just as vomit burst forth out of it and onto the snowy ground. He found himself swaying, and he was getting dizzy. His Spider-Sense still buzzed faintly too, telling him his foes were closing in again.

His Spider-Sense. Spider-Man realized that it was not simple luck that none of his vital organs had been pierced by the bullets. His Spider-Sense had told him how to angle his body to make sure that the few bullets that could hit him didn't hit anything vital.

_Thanks for helping me improve the old Spider-Sense Shang-Chi…_

He went down the building and waited for the helicopters to move on. Spider-Man stayed huddled in his dark corner until his Spider-Sense stopped buzzing. Shooting out another web-line, Spider-Man web-swung to a nearby building and then headed to Felicia Hardy's penthouse. The more he swung though, the more pain he felt, and the harder it became to keep going. His head was throbbing, his muscles ached, and the crudely bandaged gunshot wounds were an ever-present burning pain in his body that made every motion a painful one.

But still he pressed on. He had to make it. He had to make it...

-X-

Felicia Hardy sighed deeply as she returned to her penthouse. Satisfying as her getting to pound on Hydra agents as Silver Sable had been, this pleasure was tainted by the knowledge that she was doing something Harry Osborn allegedly wanted, and that she was also as a SHIELD agent bound to his authority. She _had _to cooperate with the Superhuman Registration Act, and she _had _to stand against the man she loved. The man she'd slept with. The man she'd vowed to face all of the challenges of the future alongside…

She wanted to see him again. How she desperately wanted to see and be with Spider-Man again and fight by his side. The way things were now she'd have to fight _against _him if she saw him again, but that was only what she'd been ordered. At this point, having gone through the end of last year and the first few days of the new one without her man at her side, Felicia was fully prepared to toss all of the damned regulations and laws to the wind and go out in search of Spider-Man. Anything to be by his side again.

And then, mere moments later Felicia got her wish.

She saw him, standing there, staggering, his costume soaking wet, and him shaking violently. She could see webbing covered parts of his body, and were now the color of his costume.

"Felicia…"

"Oh my God! _What happened to you!?_"

Spider-Man didn't answer. Instead, he fell face first onto the ground, where he lay still. Screaming Peter's name and rushing to his side, Felicia pulled off his mask altogether and felt his pulse. It was weak. Weak for him and weak for a normal person too. Heart pounding in her chest and tears streaming down her eyes, Felicia took off Spider-Man's shirt-piece and gloves to inspect the full extent of the damage to his body. He had been shot in three different places in his torso, but mercifully none of them were vital organs. That gave Felicia hope that he could make it. Seeing the communicator inside Spider-Man's mask, Felicia hastily pulled it out and turned it on. Her heart raced even faster and her pulse quickened at a speed to match it with every bit of static until finally Captain America's voice came through again: "Yes? Hello? Spider-Man, are you there?"

"This isn't Spider-Man, this is Felicia, a friend. He's been shot, and he's dying, and I need help for him **_right now!_**"

"What's your location?"

Felicia gave Captain America her penthouse's address, and Captain America replied: "Got it. Cloak's on his way. Try to stabilize him until we get there."

No sooner did Captain America say this did Felicia hold Peter tightly to her, before then rushing straight for where she had kept for herself some medical supplies. She raced back to Peter's side and did what she could to stabilize him as instructed, also using the claws of her Black Cat costume's gloves to tear off the web bandages so she could apply new, fresh bandages over the wounds, also doing what she could to stitch up the injuries and everything else she could think to do.

"Hang in there Peter." Felicia begged, by now shaking violently and tears streaming down her face non-stop. "Please don't die Peter. Don't die. Hang in there. Hang in there…"

_Another Earth:_

It was an odd, and deeply unwelcome sight, your own dead body.

Except in this case, it was not Spider-Man's own dead body in the most literal of senses, for it was not truly him. Rather, it was a younger, different version of him. One of countless different versions of him in fact. So many different Spider-Men throughout the greater expanse of infinity that was the multiverse. And also unfortunately one of many who had now met a grisly end.

He wasn't the only one who had been killed on this Earth either. As Spider-Man looked around, the broken bodies of this Spider-Man's teammates lay strewn about, having fought alongside their friend and paid for it with their lives. Spider-Man could see that just as the slain alternate Spider-Man was a younger version of himself, so too were these heroes younger than the ones from his Earth. Cyclops for one had retired where he was from. This one that lay not too far from Spider-Man's body on the other hand would never live to become a father.

Spider-Man felt the powerful urge to spit in disgust. They were just barely out of their teens, none of them could have been older than 22. And all of them cut down without mercy by a foe that had already done the same to many other Spiders and their friends besides. When would it end?

That would be up to the main army gathered on Earth 13 to decide. This Spider-Man though had his own mission: to stop the Inheritor's clones from killing what few spiders the Inheritors themselves missed or where else already united against them.

"This is sickening." Came the voice of his wife, Silk, as she looked down with disgust at the corpse of another young man in an X-Men uniform, his helmet dented and the young man having been killed without the mercy his age would have normally granted him.

"Yes, it is. It's clear no Spider is safe, not even young ones like this poor lad here." Spider-Man pointed to the dead body of his counterpart. Off in the distance he could see the fallen forms of the bloated Blob and slim Toad, and also Doctor Octopus, the latter of whom had had two of his four mechanical arms severed.

"The villains slain along with the heroes…"

There was a gasp. Spider-Man and Silk turned to look at the source, which was the young Beast, gasping for air as a gross, gaping wound was present that turned his blue-gray fur crimson. The female spider rushed to his side, and cradled his body.

"Ack...what…?"

"Hold still. Your injuries are severe, but not fatal. You may just live yet."

"I found another survivor." Spider-Man said, cradling an injured Shadowcat in his arms. Most of her mask was gone, and an ugly bruise was over one eye.

"What happened?" she asked weakly. "One minute we were all fighting Doctor Octopus and the Brotherhood, then this freak with a helmet and a pitch-fork came out of nowhere…"

"His name was Karn." Spider-Man said gravely before adding: "...or rather a clone of him made by the family that ostracized him. But those details need not concern you. What you must know is that he came to this world for one reason only: he wanted to kill your Spider-Man. And to that end he was very much successful."

"What…?" Kitty asked, tears forming in her eyes. "Peter's...no! No! He can't be dead!"

"I'm sorry." Silk said. "...but he's gone. So are two of your other teammates."

"Why!?" Beast demanded, trying to move but failing to do so and instead just falling back. "Why? What did Peter ever do to him?"

"Nothing that made him deserve death." Spider-Man said. "His only crime was being a spider, and their kind prey on spiders. We're sport to them. But I can promise you this: as long as I and my wife and other Spiders throughout the multiverse live, we will fight these monsters. We will fight them until they are all dead and gone or we are. They've come into our worlds, our homes, our lives, and destroyed them. Now we're going to burn theirs to the ground."

Spider-Man turned back to Silk: "I think it's time we go back to Earth 763."

**Author's Notes: And so we have two cliffhangers for the price of one! And now, it's time for trivia!**

**1\. The tracer rounds make a return appearance, and for the record, they were actually used to shoot Spider-Man in 616 during the actual Dark Reign story. Figured I could use them here.**

**2\. Mr. X is an actual Marvel Comics supervillain same as the Taskmaster. His claiming to have beaten Taskmaster, Wolverine, and Black Widow has weight, considering he _has _beaten all three of those characters in 616. He also does have the precognition ability in 616, but of course against someone who's too fast for him (like Spider-Man) such precognition isn't as good. Still, I wanted to make sure Mr. X got his dues here, and gave Spider-Man a real run for his money. I actually think that in 616 Mr. X could conceivably beat Spider-Man in a good fight, at least if Peter's holding back like he usually does. Concerning his outfit, it kind of stinks in 616, so I gave him a more cool look here. Felt it would help his credibility as a badass mercenary/assassin/martial arts master if he wore a cool costume instead of just going at it bare-chested like he usually does in 616.**

**3\. The idea of Taskmaster having laser-Wolverine claws isn't mine actually. I got it from an amazing redesign of the character that can be found here: art/Taskmaster-Redesign-Full-309293323**

**4\. Silk is a character recently introduced in 616 as the latest in a long line of female knock-offs of Spider-Man. I actually kind of like her though, and thus decided to have my own alternate take on her.**

**5\. As the above suggests, I am indeed tying my third Spider-Man story into Spider-Verse. I hadn't originally planned on it, but the event _is _supposed to feature every version of Spider-Man in the multiverse, and while some of them managed to avoid the event (the movie Spider-Men, the SSM cartoon Spider-Man, the video game Spider-Men, etc.) I didn't want my Spider-Man to be left out. Thus, he's going to feature in his own "mini-Spider Verse", not unlike the _Spider-Man Unlimited Video Game _and the four-parter in the Ultimate Spider-Man cartoon (which I didn't like, but still). Both were events that happened concurrently to Spider-Verse, and the next few chapters of my story will be the same.**

**6\. Yes, the Earth you saw at the end is a world where Spider-Man was an X-Man. I did that as a little reference to how in the past Spider-Man has been mistaken for a Mutant and is also sometimes referred to as "The non-Mutant superhero". So I thought: why not show a world where Spider-Man really _IS _a Mutant? **


	6. Spider-Verse Part I: Future Imperfect

Chapter 6: Spider-Verse Part I: Future Imperfect

What followed Cloak's materializing in her penthouse came as a blur to Felicia Hardy, who told Cloak to take Peter first and then come back for her. She, needed to get a few things. Precautions to make sure that when her helping the man she loved inevitably caught up with her, she'd be ready for it.

Cloak came back not that long after vanishing with Peter. Now back in her Black Cat costume, Felicia went through the void and was swallowed up by it. It was a cold, chilling feeling that she got, but she didn't care. No, her mind continued to be fixed only on Peter and what was to become of him.

_He can't die. Please, please don't die…_

When Black Cat found herself transported to the Secret Avenger's base, her ears were hit with the sounds of a clamor. She could see several other costumed characters, but she didn't spend much time taking in their appearances. She focused instead on what she heard coming from another room:

"Multiple gunshot wounds, lot of blood loss...nothing vital's been hit but he needs a transfusion. Maybe more than one. One of the bullets is still in him and needs to be taken out. Captain, stay here and do what I tell you, the rest of you stay out while I work…"

Black Cat rushed forwards, heading straight for the room where her lover lay on an operating table and death's door both, but she felt someone grab her and hold her still.

"Who is she?"

"What's she doing here?"

"Isn't that the Black Cat?"

"**_Let go of me!_**" Black Cat shouted, struggling in vain to tear herself free from what she realized was the grip of Luke Cage.

"You need to calm down." Luke Cage said forcefully, continuing to hold Black Cat back. "Spidey's going to be fine, he's in good hands. None of us can do anything else for him now but trust Linda to do what she does best."

Black Cat struggled for a few moments more, but then finally, she let out a deep sigh, slumped back in defeat, and fought hard to keep more tears from escaping her eyes. "I can't lose him." she whispered. "I can't lose him…"

Human Torch walked over to her and put a hand on her shoulder. "Don't worry, it's going to be fine. Spidey and I go back a ways, and he's never been beaten before. He'll live through this, I know it. Especially when he's got a damn good doctor in that room working to save him."

Black Cat nodded, and relaxed her body enough that Luke Cage felt safe in letting her go. Turning to her left, Black Cat could see Scarlet Spider standing just outside the doorway to the room Peter now lay in, motionless but with a posture that did well to convey his feelings at the moment, which in turn inspired Black Cat to walk up and stand beside him. At this, he turned to regard her.

"Who are you?" she asked.

"Long story." Scarlet Spider said simply and sadly, before then turning to look back at the room Peter was in. "I should have been there. I promised him I had his back. If I'd lived up to that, if I'd been out in the city at the time…"

"This isn't your fault." Black Cat said, taking Scarlet Spider's hand and squeezing it. "This isn't anyone's fault except Harry's."

Scarlet Spider shook his head. "I let him down. I let him down and now…" again he shook his head. "...I can only hope that I'll get the chance to make up for it."

"You're...you're one of his other clones aren't you?"

Raising an eyebrow behind his mask, Scarlet Spider turned to face Black Cat. "How did you…?"

"Voice gave it away." Black Cat said with a smile before adding: "...and everything else."

Scarlet Spider nodded. "Yes, yes you're right. I am a clone of his. The most successful one according to my 'father'. But I don't feel that way right now…"

Black Cat embraced Scarlet Spider, hugging him and pressing her head against his chest for support. This in turn prompted Scarlet Spider to wrap his arms around her and reassure her. For obvious reasons Black Cat felt particularly reassured being close to him specifically, and as the two continued to hug one another tightly as they feared for the life of their lover and brother, respectively, Black Cat felt her hopes growing, increased by the comfort of Scarlet Spider's presence.

"He'll get through this." Scarlet Spider whispered. "...I'm sure of it."

-X-

It was an odd sensation to be sure.

Spider-Man realized that he felt completely and totally detached from reality, and all sense of weight, of being burdened in any way, shape, or form, was gone. He felt light, adrift, and even to an extent without any real substance. Like a small leaf being tossed about in a tempest perhaps, or some small rock drifting down a current.

Was this what dying felt like?

Spider-Man looked about. He saw nothing, nothing except colors streaking across and through the shadows like strokes on a brush painting on a black canvas. He saw that he was still in his costume, but it was now in varying shades of blue and white instead of his usual color scheme. The bold crimson now glowed an immaculate light and much of the vibrancy of the royal blue had been leeched away, so that it was now a much fainter, softer, color.

_Where am I…?_

Then, in an instant, as if his merely thinking the question prompted a reply, the black and color both vanished, and in an instant the world became a blinding, bright white with a faint blue glow. A mist seemed to carpet the ground and fill the air as well, but it did not feel at all cold.

Spider-Man looked out and around him. There was nothing in sight. It was just a vast, empty, expanse.

"It's alright." came a voice that sounded much like his own. This in turn prompted Spider-Man to turn around and see who was looking at him. The figure that greeted him wore a costume that was a teal color, with a mask similar to his own only also teal and with no web pattern. A small, red spider shaped jewel was on the front of the mask, and a large black spider logo adorned the chest. But it was what the man wore around his shoulders that was the biggest eye-catcher of all, namely a long, flowing red cape with just a bit of a collar and trimmed with gold. Spider-Man had seen that cape before...where had he seen it before?

Then, he realized: it was the Cloak of Levitation, worn by Doctor Strange…

"No need to be alarmed." the figure spoke, again his voice sounding much like Spider-Man's, only perhaps a bit older. "...I am a friend. More than a friend, I am _you_. Another you, come to seek out your assistance."

"My assistance? For what?"

"There are dark forces Peter Parker of Earth 763." the red caped version of himself said gravely. "...dark forces that will not rest until they have slain every last version of us in existence. It behooves you to come with me and help me and others fight against this threat. We need everyone on our side that we can possibly get, and at this point it is clear that few if any of us are safe from the Inheritor's wrath."

"The Inheritors?"

"An evil race. A race that feeds on the totemistic life forces of beings such as ourselves. A race that has already fed on many such Spiders throughout the Multiverse, and now comes for your world and mine. We slipped through the cracks for this long, but now they are catching up with us. They will come for your body, now that it is vulnerable, and will attempt to kill your fellow spiders in that world as well. I will be recruiting _them_ next."

"Hold on." Spider-Man said, raising a ghostly hand as he did. "...how can I help you, when I've still got three bullet wounds in my body? The last thing I remember was being shot and then collapsing after I reached Felicia…"

"No worries. My magics were able to extract your consciousness from your broken body, they can also find it a new one to inhabit for the duration of our mission."

"Can't you just heal my body?"

"Yes, but not over such a long distance. It has been a significant strain on my powers simply to communicate with you from across different realities _and_ also extract your consciousness, never mind heal you. No, I must be in your own world to do that. Before I do though, you are needed for another mission, and it is in this mission that you will inhabit a different body."

"Which is?"

"There is one last Spider that must be recruited. I cannot perform another inter-reality communication like this one for a while. My powers, while substantial, are not without their limitations. You must go to his Earth and recruit him. Once I have given my powers time to rest, I will travel there and collect you both. Then I will go to your world, heal your body, and recruit your fellow spiders."

"Which world am I supposed to go to?"

"You shall soon see…"

And then, in an instant Spider-Man felt feeling return to him and his senses became overwhelmed as the feeling of being something of substance, the feeling of being a whole human again, returned in full. It was as though he were being sucked back into an enclosed space and then had the lid sealed over him, but it also did not feel like condemnation or imprisonment. Rather, it felt like…

...revival.

With a gasp, Spider-Man opened his eyes and shot up, looking around frantically to see where he was. Looking down at his body, he saw that it was still his Spider-Man costume that he was wearing, albeit dirty and not in the best condition. Still probably better than the one he had collapsed in, which had become soaked with both blood and sewer water. No, this one was dirty, but not ruined.

Looking about some more, Spider-Man saw that he was lying in some kind of tank or pod, with the top slid back to allow him to sit up. Stepping out of the tank, Spider-Man could also see that it was filled with a liquid of some kind, and indeed his costume was dripping wet. But at least it didn't smell like the sewer.

The room the tank was in was dingy, had blown out lights, and in all looked like it had been abandoned for some time. Dust caked the floor and walls both, cobwebs were everywhere, and broken objects were strewn about the ground.

Cautiously making his way around, Spider-Man looked about for anything that could give him a better understanding of where he was. But everything looked to be broken and damaged beyond repair. Much of it was clearly machinery of some kind or another, but for what purpose it had originally been for, Spider-Man couldn't readily say.

Finally though, Spider-Man did find what resembled a computer terminal not far from where his tank was. Tapping it's front, Spider-Man saw that nothing happened. Realizing that he could see his reflection in the blank, wide screen, Spider-Man decided to take off his mask and see his face…

...and was surprised to discover that he was a blonde now.

Spider-Man gasped in shock, dropped his mask, and took a step back. But then, a small bright light appeared on the monitor, and from this a laser scanner bathed Spider-Man's unmasked face in it's light before then dissipating. A robotic voice came out of the computer: "Facial recognition complete. Face registered and accepted. Welcome back, Ben Reilly."

Ben Reilly. Spider-Man realized that it was not his own body he was inhabiting, it was Ben's. But why was Ben in a tank?

The screen flickered to life and turned on. Seeing the options presented before him, Spider-Man decided to start with getting some background information: "Computer, how long was I out?"

"Apologies, but responses are limited. You must ask the right question."

Spider-Man sighed deeply and reiterated his question, this time choosing his words more carefully: "Computer, when was the last time I activated and communicated with you?"

"Last time of activation was on May 10th, 2018."

"And what's the date now?"

"Current date is May 23rd, 2032."

"2032...and when did I first enter my...pod? Tank?"

"Subject Benjamin "Ben" Reilly, AKA Spider-Man, first entered life-support and preservation pod on May 10th, 2018."

"Okay, well that simplifies things a little bit…" Spider-Man muttered before adding: "Computer, what is this place?"

"This is an underground bunker developed by Oscorp in the event of a catastrophic nuclear or chemical event. It is equipped with survival supplies, food provisions, and life support systems, and is shielded so as to prevent detection from rogue Sentinels."

Sentinels. Suddenly, it hit Spider-Man like a punch: this future he was in was the one the heroic Green Goblin had come from, and the future that he was trying desperately to keep from becoming the future of Spider-Man's Earth.

Well, now that he was here, Spider-Man decided to sate his curiosity. He asked: "Computer, do you keep records of the past?"

"Affirmative. This terminal has recorded, kept, and stored relevant news events dating back to before this bunker's inception."

"Show me all of the major American news headlines beginning with May of 2012."

"Affirmative. Accessing…." The screen flickered and went dark for a moment, before then turning on again to feature the news headline that Spider-Man knew would be first: "May of 2012, Peter Parker, the first Spider-Man is killed in battle against Carnage. Aunt dies from grief two years later. Spider-Man's funeral attended by Fantastic Four, X-Men, Marvel Knights, and others."

The computer changed images, going to a new headline of Harry Osborn in a business suit shaking hands with the man that Spider-Man recognized as the head of Trask Industries. The look on Harry's face was as smug and self-assured as Spider-Man had remembered it from his timeline.

"Summer of 2012, Harry Osborn enters into open business deals with Trask Industries. New weapons designs follow this alliance shortly thereafter, including tracer rounds."

Spider-Man shook his head at that, remembering how said tracer rounds had very nearly killed him.

Again, the computer shifted to a new headline: Early 2013: Benjamin "Ben" Reilly appears in New York as a new Spider-Man."

And there he was: swinging through New York dressed in a Spider-Man costume that was in some respects similar to Peter's costume (and also the one he was wearing now) but different in some other ways, such as the mostly blue arms and legs with very little in the way of red except for the mask, which was identical to the one on Peter's Spider-Man costume, and the chest, which had a much larger, black spider logo.

_Like what you did with the outfit Ben…_

The next headline: April of 2013: Mutant protests increase in response to ongoing Sentinel manufacturing, raising national fears. July of 2013: Harry Osborn forms new Avengers team, with himself as leader."

So that had happened in _this_ Earth's timeline as well.

"August of 2013: Stamford Connecticut destroyed by unstable metahuman. Superhuman Registration Act enacted, banning all superhuman activity not monitored by the government and overseen by Harry Osborn's Avengers. September of 2013: Guantanamo Bay is converted to prison for Mutants. May 25th, 2014: fighting between Harry Osborn's Avengers and unregistered superhumans causes damage to much of New York. Afterwards, support for the Registration Act increases and Oscorp working with Trask Industries works on developing new measures of neutralizing and containing unregistered metahumans."

By this point, Spider-Man knew full well how the story was going to end, having heard it from the Green Goblin himself. But now that he was getting all of the gory details, he found he could not stop. Could not tell the computer to cease in it's recounting of noteworthy headlines leading up to the present of 2032. He _had_ to keep hearing it, had to know the full story. Such was the dark side of curiosity.

"July of 2014: The United States government passes harsh border laws to prevent additional immigrants from entering the country from Mexico amid much protest. July of the following year: collars that inhibit Mutant powers are developed by Trask Industries in conjunction with Oscorp to prevent further break-outs by Mutant detainees held at Guantanamo Bay and other prisons for Mutants and unregistered metahumans. By Fall of 2015, the collars have been upgraded so as to be able to nullify the powers of some non-Mutant metahumans."

For these headlines, Spider-Man saw images of various people with the collars around their necks, a sight that made his skin crawl, especially when he realized he recognized one woman in the crowd by the white stripe in her brown hair as Rogue of the X-Men, and another person with a collar who he suspected might be Colossus judging by his size and black hair.

"May of 2016: The Xavier Institute for Gifted Youngsters is closed. Official reports claim lack of students and funding forced the school to close, but rumors circulate that the mansion was stormed and seized by the Mutant Response Division with assistance from SHIELD Cape-Killers, Oscorp/Trask Industries Sentinels, and Harry Osborn's Avengers."

Indeed, images accompanying this headline showed that the men in MRD uniforms clearly didn't want anyone taking pictures of the mansion, with one raising a black gloved hand to cover up the camera lens just as the picture was taken. Armored vehicles also surrounded the mansion and the towering, dark violet and green frames of Sentinels could be seen…

"September of 2016: Mutants appear en masse to protest the increased Sentinel production, the closing of the Xavier Institute, the crowding of Mutant containment camps, the continued existence of the Guantanamo Bay prison, and other issues. MRD forces open fire on the protesters, killing eleven and wounding over twenty others. Longtime leader of the X-Men Scott Summers, who had organized the peaceful protest, is among those killed."

Spider-Man hung his head low at that last one. He'd fought alongside the X-Men a few times, and just from those few experiences he knew Cyclops was a great leader, and an even better man. That he had been killed in this timeline leading a peaceful protest told Spider-Man that this timeline was already lost. And the next few headlines confirmed it:

"November of 2016: Blink and Nightcrawler assist in the liberation of numerous imprisoned Mutants and unregistered Metahumans, including detained members of the X-Men and X-Factor. July of 2017: Trask Industries and Oscorp unveil the Tri-Sentinel, along with new and improved Sentinel models to accompany it into action. Possessing the ability to adapt to different metahuman's powers and abilities, these new Sentinels promise to round up and eliminate the remaining unregistered metahumans and Mutants." Then, the next headline, which hit Spider-Man harder than all the others: "October of 2017: Matthew Murdock, long-time advocate for metahuman and Mutant rights, is murdered."

And then, finally, the screen at last came to the headline that preceded Ben Reilly's date of going into stasis: "January of 2018: X-Man Nightcrawler announces to the world his intentions of leading the remainder of the Mutant race alongside old enemy Magneto. Most Mutants join their cause, which becomes known as the Mutant's Crusade. The United States declares Mutants a threat to national security, and the country becomes a battleground between Mutant and Anti-Mutant forces."

There were no other news entries after that one, but at that point Spider-Man didn't need to know anymore. He knew what came after that, having been told by this world's Green Goblin of the Sentinels going out of control and embarking on a slaughter the likes of which the planet had never seen before. And he knew that when he stepped outside of this bunker, he knew what the world he would be greeted to would look like.

He looked down at his costume. He stared at the red and blue of it, taking a moment to admire how the colors were still vibrant despite the costume's relatively dirty state.

_I get the feeling you're the only colorful thing I'm going to be seeing for a while old friend._

And so, breathing a deep sigh of preparation, and hoping that the air outside was still breathable, Spider-Man closed his eyes, opened the bunker doors, and walked out into the world of Earth 765.

_Earth 558_

Captain America looked out at the Statue of Liberty, standing there with it's torch held outwards and a light now inside it to illuminate it and ensure that it shined brilliantly. A nice addition, Captain America thought. Had he been in charge of it's reconstruction, he'd have done nothing differently.

"Nice view huh?"

Captain America turned and looked up to see Spider-Man coming down to him on his web-line. Dropping down from the web-line, Spider-Man walked up to Captain America's side.

Captain America nodded. "Yes, it's...it's very beautiful. Been a long time since I've been able to see it."

"Same here." Spider-Man admitted, before again turning to look out at the many tall, neon light covered buildings that filled New York. The towering skyscrapers, the holographic displays showing off various advertisements, and so many flashing, bright lights that if you didn't grow up there you'd go blind in the first ten minutes.

But now the lights were dimmed somewhat, and the crowds down below less dense and less busy. It was a more quiet, contemplative mood, which for New York was exceedingly rare.

"It's nice to see that they finished fixing Lady Liberty up." Spider-Man noted before adding: "...after what AIM and Hydra did to it."

Captain America frowned. "I remember." he noted, bitterness filling his tone as he flashed back to the events that followed what was now known as "Static Day".

"Sorry." Spider-Man said, realizing he'd struck a nerve and raising up a black gloved hand in apology. "...didn't mean to step on your toes Cap."

"It's alright." Captain America said reassuringly. He turned to look back out at the city, as he did adding: "...I still haven't gotten used to it you know. How fast things advanced. How much technology improved while I was on ice...it's really amazing. And kind of overwhelming."

"Still having a culture shock?" Spider-Man asked, his tone empathetic and sympathetic both despite the playful nature of his words.

Captain America nodded. "If that's what you call feeling completely out of place and out of time in the world, then yes, I am. To have been gone for so long…" Captain America trailed off for a moment before shaking his head and saying resolutely: "...well, no hope for it now. Most I can do is just man up and move forward. And there's clearly a lot of work we need to do left as far as rebuilding goes…"

"Joel! Spidey!"

"...like this kind."

Captain America and Spider-Man turned to see a man in red, white, and blue armor fly up in front of them, the Iron Patriot.

"There you two are. Been looking for you. Director Wilson says there's a disturbance in Times Square. Some kind of weird energy readings. As of now we don't know what it is exactly, but after Static Day Director Wilson's not taking any chances. Anyone that can be spared is to go over and check it out, and that includes you two."

Captain America nodded. "Understood Colonel Rhodes. We'll be there."

Iron Patriot nodded and then rocketed off in the direction of Times Square. As he left, Captain America turned to his black suited counterpart. "Well, looks like duty calls again."

"Should probably phone Gwen and tell her I'll be late again." Spider-Man said with a sigh before taking off on his web-lines. Captain America for his part went to where his personal motorcycle was parked and got on. It was a Harley customized by him, and black, chrome, and red much like his Captain America costume. Getting on and revving up the engine, Captain America went off in the direction Spider-Man and Iron Patriot were going in.

When they arrived at Times Square, they saw that the only other costumed faces present were Hawkeye and Iron Fist, the other members of SHIELD busy as they were and the members of the X-Men the same. But as it was, five superheroes would surely be more than enough to handle whatever the cause of the disturbance was.

The disturbance in question was a glowing ball of energy, one that was getting progressively larger, and in turn inspiring most nearby people to back away farther and farther. As such, the center of Times Square was now pretty cleared out, with Captain America, Spider-Man, Iron Fist, and Hawkeye being the ones closest to it, and Iron Patriot flying right above it.

"Another day, another sight straight out of science fiction…" Captain America muttered.

"I hear that." Spider-Man said with a nod before turning to Iron Patriot. "So, 'tin man', what are we looking at?"

"Iron Patriot to you Spidey, and according to my armor's scans and readings it's not only a massive energy fluctuation, it's interfering with the fabric of space-time itself. Opening a hole in it…"

"...for something to come through." Spider-Man said, his spider-sense buzzing intensely to cue him into this fact.

Sure enough, emerging from the bright light of the ever-growing ball of energy were several figures, the one front and center being dressed in Victorian Era gentleman's clothes, with a blue coat, white gloves over his hands, and most eye-catching of all, a helmet that vaguely resembled an old fashioned deep sea diver's helmet worn over his head and covering his entire face. Grasped tightly in one hand was a pole arm that's top was glowing red and crackling faintly with electricity.

"Argh! Whoever Mr. Pitchfork here is, he's making my Spider-Sense crazy!"

Indeed, by this point, Spider-Man was about ready to sink to his knees, his head throbbing so much from the intensity of his Spider-Sense's warning he felt about ready to scream as loudly as he could.

"Just based on that I'm considering him one of the bad guys." Captain America said before turning to Hawkeye and Iron Fist: "Take him."

"Imbeciles!" the masked man screamed, spinning his polearm about to deflect every one of Hawkeye's arrows as it came. Iron Fist tried to rush in and take him but a swing from a mechanical tail sent him flying backwards. Looking out, Spider-Man could see Scorpion wearing a different costume at the side of the man who was single-handedly giving him the worst headache of his life.

"Great...this guy _and _Scorpion. Because him by himself wasn't enough…"

Next thing Spider-Man knew, the masked man lunged towards him, polearm in hand and aimed right at Spider-Man's heart. Spider-Man was able to move out of the way in time, but only just barely, the glowing red blades of the polearm being a little too close for comfort. Spider-Man rolled and tumbled before then standing back up again, doing his best to keep his head in the game as this man threatened to finish him for good.

The man with the polarm charged again and to Spider-Man's horror he was almost too quick for the hero to react. Again he only barely dodged out of the way. Captain America hurled his shield at him, but the man spun about and knocked the shield right out of the air. Captain America's eyes widened in surprise as he saw this. Not too many people could react to his shield in time, and just as few had the strength to knock it out of the air, via polearm or not. In fact, Captain America couldn't remember a single person who could do either…

Iron Patriot was flying in now, all set to open fire on the masked man when he got an explosion right to the face. Falling back from this, Iron Patriot looked down to see someone fly up to him on a glider, dressed in crimson and black with a green colored mask over his face.

"Ha, ha! I can see my Hellfire Bomb took a shine to you! Here! Have another one on me!"

The Dark Daemon laughed maniacally as he unleashed more of his Hellfire Bombs on Iron Patriot, each fiery explosion forcing him back more and more as Iron Patriot flew backwards on his jet-boots, all the while shooting repulsor blasts at the Daemon that he easily avoided via his glider.

"Oh come now, surely you could do better than that! Even the Sorcerer Supreme could hit me with those pesky spells of his from time to time!"

The Dark Daemon laughed as he continued to fly about, harassing Iron Patriot with more Hellfire Bombs as he did. Meanwhile, back down below, the masked man and Scorpion were both bearing down on Spider-Man, who elected to stay on the evasive rather than try and take them on, the most he did to that effect being firing a few web bullets at them that the masked man easily deflected with his polearm. Hawkeye tried to take him down via more arrows but he deflected these as well before closing the distance on Spider-Man once more.

Spider-Man conjured up a web-shield, but the man's polearm sliced clean through it, melting it as though it were butter. Spider-Man backpedaled, but the man finished closing the distance and planted his foot firmly on Spider-Man's chest, his boot covering up most of the large, white spider logo.

"It ends for you now child. As it will end for all of your kind."

But before the man with the polearm could plunge his weapon into Spider-Man's chest or head, another ball of energy appeared, this one smaller than the first but brighter, it's light causing the man with the polearm to shield his eyes from the glare. Then, bursting out of it was...another Spider-Man, one wearing the exact same black costume as the Spider-Man now at the masked man's mercy.

The other Spider-Man kicked the masked man square in his helmet's visor, knocking him back and firing some webbing at the shoulders of his counterpart. With one good tug he pulled the other Spider-Man to him, and then helped him to his feet.

"Sorry Karn, but you're not killing this Spider-Man."

Karn snarled and zipped towards the two Spider-Men, but by the time he struck out with his polearm they were already gone, vanished in the same bright light. Next thing the Spider-Man of Earth 558 knew, he was somewhere else, someplace he did not recognize.

"We need to go back." he said.

"No, because then Karn will kill us both. And enough good Spider-Men have died as is without Karn's clone getting in _his_ kills."

"Clone? What are you talking about? We need to go back and help Cap and the others!"

"They're not in any danger." the other Spider-Man said sternly. "Karn's after you and only you. He has no interest in any one who's not a Spider-Totem. With you gone, he'll leave. Your friends aren't the targets. Karn has no reason to kill them now that you're not there."

"So that freak with the pitchfork was after _me_ huh? Why?"

"Long story, and I'm not good with exposition, so I'm going to wait until a few more Spiders have been gathered up. Then you'll all know the whole story. For right now, all _you _need to know is that he's a bad guy and for him and his family it's open season on anyone in the multiverse with 'spider' in their name."

"Multiverse?"

"Like I said, I'll explain everything later. Right now, there are still other spiders we need to find and recruit."

The Spider-Man of Earth 558 sighed deeply and said: "Okay, now I'm _really _gonna be late getting home. Which means if that freak doesn't kill me, Gwen will."

The other Spider-Man paused as he heard this and turned around to face his counterpart. "You're...you're Gwen is still alive?"

558 Spider-Man nodded. "Yeah, of course. We've been married for a while now. We have a daughter...you're saying she died where you're from?"

The other Spider-Man nodded. "Yes, before we could get together the way you and your Gwen did. My first wife was killed too. And that monster would have killed my second one had I not left my Earth and led him away. Wouldn't have been able to lose her too…"

"Okay then…" the Earth 558 Spider-Man said cautiously, continuing to walk through the unfamiliar building the two were in. After a while more, he said: "So, I have to ask: what made you pick me first? Was it because we wear the same costume…?"

Smiling behind his mask, the older Spider-Man said simply: "Whoever you said were the first?"

_Earth 765_

The air outside was oppressive, ashey, choking, and in all quite disgusting to Spider-Man's lungs. But it was still, strictly speaking, breathable. And that was the best thing to be said about outside.

Everywhere Spider-Man looked he saw only ruin and destruction. Most buildings over two stories high were simply gone, and what little was left was in complete and total disrepair. So much ash and soot had been unleashed from the nukes used against the Sentinels that the sky was now perpetually masked by an ugly black-brown smog, and bits of soot fell non-stop.

It was cold too Spider-Man realized, very cold. But then when there was no sun that wasn't very surprising, was it?

Walking forward cautiously, Spider-Man looked around for any sign that there was anything still out there. He saw nothing.

As he walked down the empty streets (he did not feel all that inclined to web-swing here), Spider-Man saw that the ruins of some places he had known from his time still remained, their windows disintegrated and their contents lost long ago. Signs were either half-destroyed, hung limply from their original places, or both. And still, not a soul in sight.

In all, one short walk down what Spider-Man thought may have once been the Lower East Side was enough to make him understand and appreciate much more strongly this Earth's Green Goblin's desire to prevent this future from ever being what Spider-Man's own Earth suffered.

But then, after a few moments more of walking about aimlessly through New York in search of something, anything, that was not more destruction and ruin, Spider-Man's spider-sense began to buzz. At first, he thought it might have been a Sentinel still active and on the prowl, but then he realized it was coming from above, and was too small to be a Sentinel…

And then Spider-Man saw him. Flying towards him in a variant of his usual armor was what Spider-Man recognized as the Beetle. His new armor was a crudely made amalgam of his older armor and pilfered Starktech Armor, the red and gold both now dulled and dirty from so many years of poor maintenance and being stuck in the dust and ash filled ruins of New York. But it was still very much functional, of that much Spider-Man knew just by one good look at him.

"Well, well, well...looks like you _did _manage to slip through the cracks after all." Beetle gave a humorless chuckle as he lowered himself and faced Spider-Man directly. "How long have we wanted to pay you back for everything that happened. After Carnage killed the original and you disappeared, we were afraid we'd never get a shot at you. But clearly, waiting paid off."

"We?"

Spider-Man's Spider-Sense began to buzz intensely, and he barely moved in time to avoid a shock blast fired at him. Tumbling, Spider-Man was shot at by another blast, and once again he found himself only barely moving in time. The third blast too was only narrowly avoided, especially when Beetle began shooting at him from behind with repulsor blasts.

Changing positions so that he could see who both of his enemies were, Spider-Man saw that Beetle's accomplice was Shocker, now clearly much older if the way he slowly turned about and seemed to limp was any indication. And in fact, as Spider-Man heard Beetle speak again he realized he sounded older too:

"It wasn't easy to do mind you. Sentinels killed Electro, Rhino, and Scorpion, and the nuclear fallout took out most of the rest, but I still managed to find enough survivors to cobble together my own little Sinister Six. The _last _Sinister Six. But if all goes well, there won't ever need to be a new one…"

Realizing that his Spider-Sense was buzzing again, Spider-Man instinctively dived to one side just as a new foe entered the scene. Rolling and then rolling again to avoid attacks from Beetle and Shocker, Spider-Man could see the third villain come into view, namely a moving mound of sand that Spider-Man knew could only indicate one person. Notably though, the Sandman did not enter a humanoid form, instead remaining a mound of sand that barely had any coherent shape to it at all. It seemed to glow faintly as well.

"Terrible thing what happened to Sandman. Nuclear fallout did something to him. Something _nasty_. Now, he can't enter a humanoid form, instead he's forced to be what you see before you. Emits radiation too. Consequence of absorbing so much of the stuff. I wouldn't try to touch him if I were you."

Sandman launched an arm forward and a massive torrent of radioactive sand surged towards Spider-Man who had the good sense to move out of the way.

"...not that you'll have much of a choice of course."

Realizing that getting hit from the radioactive Sandman just once would ruin his day, Spider-Man decided that fighting wasn't an option for him, and he web-swung to the remains of a nearby building. Swinging into the air, Spider-Man was dismayed to see Beetle rocket towards him on his new jet-boots. Spider-Man wasn't able to outrun him, Beetle slamming into him and grabbing him. Spider-Man howled in pain as Beetle got him into a choke-hold, applying pressure.

"Why the rush Spidey? You haven't even met the other half of the Sinister Six yet!"

Beetle released his grip on Spider-Man only to then grab his leg and hurl him towards the ground. "Go along Lizard, go along!"

As Spider-Man was sent speeding towards the ground, he was tackled by a large reptilian form that then got on top of him and started clawing at him. Spider-Man tried to fight him off, but he received quite a few cuts and punches all the same. As he struggled with Lizard, he shouted out his real name in the hopes that he could reach him somehow. But then Spider-Man got a good look at the eyes of this version of the Lizard.

They were cold, reptilian eyes to be sure, but as Spider-Man saw them he realized something: there was no Curt Connors here anymore. Moreso than when Spider-Man had fought his Lizard he realized that with this version the good doctor was lost forever. He could see it in those eyes.

Lizard snapped his jaws at Spider-Man's head, but Spider-Man finally got one of his hands free and punched Lizard in the mouth. Lizard snapped his head back quickly and roared at Spider-Man furiously before trying to bite down on Spider-Man's head again. Spider-Man moved his head to the side, punched Lizard again, and then kept punching him until finally he managed to throw Lizard off.

As Lizard went sailing over Spider-Man though, and the hero in turn staggered to his feet, he was too slow to avoid the next repulsor blast from Beetle, which struck him square in the back and sent him flying forwards. Lizard snarled and swung out with his tail, knocking Spider-Man backwards just as Beetle flew in to grab him by his costume. Lifting him up with one arm, Beetle snarled: "All those years we spent fighting. All those years we all suffered. And then the world went all the way to hell."

Beetle threw Spider-Man to the ground, but Spider-Man shot a web-line onto a nearby building and swung around. Beetle turned around rapidly and pursued Spider-Man, and Spider-Man found himself suffering several punishing blows from the armored villain, Beetle hitting harder than Spider-Man remembered before one final punch sent him smashing through the old windows of a crumbling building.

Rolling and tumbling, Spider-Man clenched his teeth and grunted in pain as Beetle flew through the opening and tried to ram into Spider-Man again. This time, Spider-Man managed to narrowly evade him, before then firing quite a bit of webbing over Beetle's jet boots. The fires of the jet boots began to burn through the webbing quickly though, and Spider-Man didn't have long to get out of the ruined building. As he went out of the opening though, he was greeted to a blast from Shocker that he only narrowly evaded.

Web-swinging back into the open city, Spider-Man then dodged again as Beetle came rocketing out of the building after him. Swinging higher in an attempt to reach a building's roof and thus isolate Beetle from his teammates, Spider-Man was again too slow, and Beetle grabbed him before throwing him back down to the ground.

Again, Spider-Man fired out a web-line at a nearby building, but again Beetle was fast enough to intercept him, hitting Spider-Man with enough force to knock him back down to the ground in full.

Spider-Man went tumbling along the street before skidding to a halt, the taste of blood in his mouth as he felt beaten and bruised all over his body from both the fall and Beetle's beatings.

Beetle came rocketing down, and Spider-Man rolled to avoid the armored villain as he landed feet first with such force he left small craters in the ground where his feet struck.

Spider-Man staggered to his feet. To his surprise, Beetle didn't rocket towards him and lay into him, though he could have just as easily done so. He didn't even fire another repulsor blast at him. Instead, Beetle smiled behind his helmet and said: "But don't worry Spider-Man: we've saved the very best for last, haven't we Mysterio?"

Spider-Man turned around but couldn't see anyone. Next thing he knew he got a punch across the jaw that crackled with electricity and managed to knock him down. Moving to avoid the follow up, Spider-Man saw Mysterio standing there, his violet cloak now tattered, and his fishbowl helmet now glowing with an eerie blue light as his gauntlets crackled with electricity.

"Indeed so Beetle. The grand finale is coming. And now that the rest of us have all taken our turns working him over, it's only fair that the most vicious and dangerous of us all get his share of the pummeling."

Spider-Man looked around for any sign of this new foe, but he saw nothing. At least, not in time.

Something metal hit his head hard, and in fact with such force that Spider-Man was knocked to the side and hit the ground. He felt, cold steel pincers grab his ankle, and next thing Spider-Man knew he was hoisted aloft before being slammed hard into the concrete ground, over and over until at last after four slams Spider-Man was raised to see the face of his last foe.

And he saw Carnage.

The unholy amalgam of Carnage and Doctor Octopus shrieked with utter fury and feral sadism at the sight of Spider-Man's body hanging limply in the pincer of one of his mechanical arms. For his part, Spider-Man no longer had any strength left. His head was swimming, his vision was going dark, and he felt blood sliding down his head and coming out of his nose and mouth. Some of his bones felt fractured too.

"Hold him steady Monster Ock." Beetle said as he walked over to Spider-Man before popping a red, glowing sword blade out of one of his gauntlets. Had he not been in so much pain and had so much blood in his mouth, Spider-Man might have mocked Beetle for stealing Darth Vader's lightsaber, but instead he said nothing as Beetle walked up to Spider-Man in full and positioned the blade so that it was ready to slice through Spider-Man's neck and decapitate him.

"I really wish you'd put up more of a fight to be honest." Beetle said simply. "Our killing you was the only thing we had to look forward to after the world died. Once you're gone, we'll only have _our _deaths to look forward to…"

Spider-Man closed his eyes and prepared for Beetle to deliver the killing slash. Once more he saw the image of Black Cat in his mind, and thought of both their making love and how he would never see her again. How in dying for real in a world not his own he had let down so many people, even his fellow Spider-Men, who would never be able to recruit him for whatever great mission or battle the Sorcerer Supreme version of him had mentioned. No, instead Spider-Man was going to die here, in a world not his own and also in a body not his own.

_I'm sorry Felicia…take care of her Ben._

But just as Beetle was all set to deliver the killing blow, something hit his armored back and caused a merciless surge of electricity to course through his armor. Beetle screamed in pain and flailed about before falling to his knees. It was then that the source of the EMP devices swung into view, a blaster of some kind in his other hand. Pulling the trigger as he also kicked Beetle to the ground, the man in mostly blue colored armor unleashed a powerful sonic blast that did well to hurt Monster Ock, the creature shrieking in pain before releasing it's grip on Spider-Man, who fell before being caught and laid down by the man in blue.

Monster Ock snarled and then launched all of his tentacles at the man in blue as meanwhile Spider-Man found himself struggling just to stay conscious. From his position he couldn't make out the man in any kind of detail, nor could he make out any of the fight.

Monster Ock bounded towards Azure Spider in a frenzy, his mechanical arms going in every direction in their blind drive to grab Azure Spider and tear (or rip) him apart. Azure Spider narrowly dodged each strike as it came, his armor tanking each hit from a mechanical arm he didn't avoid. One hit though managed to send him back a ways, and as Azure Spider looked down at his breastplate, he saw that it was now badly dented.

"Shouldn't have done that gruesome."

Spider-Sense buzzing to alert him to an attack from behind, Azure Spider dodged Shocker's shock blasts and shot out some webbing at him. The web-line stuck itself to Shocker's leg and Azure Spider sent him to the ground with a good tug. Lizard gave out a roar and bounded towards him, but Azure Spider moved out of the way just in time, which in turn caused Lizard to go flying right into Monster Ock.

Lizard tackled Monster Ock, who retaliated by grabbing Lizard with his mechanical arms and hurling him into the air and through a nearby building's windows, which Lizard smashed through. Azure Spider smiled as he saw this. One third of the Sinister Six was already down and out.

Monster Ock came at Azure Spider again, shrieking and roaring all the way. Sandman came at Azure Spider from behind and the man in blue avoided him. Sandman turned directions and charged Azure Spider alongside Monster Ock as all the while Shocker continued to fire shock blasts at him. Deciding he needed to go, Azure Spider began web-swinging towards him. Panicking, Shocker tried to backpedal, but his age made him slow, and Azure Spider closed the distance quickly enough. Shocker unleashed a burst attack that managed to blast Azure Spider backwards, but he rolled with it and then fired out a web-line at Shocker. He pulled forwards and Shocker went sailing towards him...and right into the path of Azure Spider's armored fist. One solid punch was enough to smash Shocker's visor into glass shards and knock him out.

Warned by his Spider-Sense, Azure Spider only narrowly avoided Sandman as he plunged his whole mass into the place where Azure Spider had been standing not a moment ago. Grabbing Shocker's nearby unconscious body, Sandman hurled him at Azure Spider, who leaped over him, webbed him up to cushion his fall, and then took out the one thing he knew would stop Sandman in his tracks. His only having one mandated that he not waste it, but if all went well he wouldn't need a second.

Sandman surged towards Azure Spider again, and Azure Spider primed and hurled his small thermal right at his massive, radiation saturated form, also running as fast as he could to put some distance between himself and what came next.

For a few moments after Sandman swallowed up the thermal, nothing happened. But then, a massive fiery explosion burst forth out of Sandman's body, the fires of the thermite bomb turning to glass what parts of him weren't sent flying into the air. For his part, Azure Spider only barely got clear of the blast in time, and Monster Ock was not so fortunate.

Looking out, Azure Spider saw that part of his symbiote had been blasted off, which in turn revealed the truth about Monster Ock, namely in how the symbiote's host was now nothing more than a skeleton with still functioning mechanical limbs, limbs that the Carnage symbiote controlled in lieu of Doc Ock's long gone consciousness.

The Carnage symbiote reformed quickly though, covering up the exposed bones of Otto Octavius' skeleton before then roaring in fury at Azure Spider and surging towards him again, also smashing to pieces the glass remnants of Sandman with his mechanical arms. In response, Azure Spider re-drew his sonic blaster, but Monster Ock shot out with one of it's tentacles and knocked the blaster right out of Azure Spider's hand, another one grabbing it and then crushing it before Azure Spider could reclaim it.

"...okay, that's not good."

One of the arms on the opposite side launched forward next, grabbing Azure Spider by his throat and hoisting him aloft. Azure Spider swore loudly as he was lifted up, and the metal pincers began to crush his armor in an attempt to get at his throat, and then if the pincer's master had it's way, crush that too.

Azure Spider was thrashing about, hands grasping the pincers tightly and trying with all of his strength to force them off. Seeing him struggle, the Carnage symbiote chuckled demonically as Monster Ock continued to apply pressure. Azure Spider compensated by pouring more of his strength into freeing himself of the pincers. Finally, he succeeded, also ripping off two of the pincers as he did. Monster Ock's damaged tentacle retreated, the beast shrieking in pain as it did.

Knowing he was dead anyway unless he found some other way of beating Monster Ock, Azure Spider remembered Shocker's shock gauntlets and zipped towards his still unconscious body. Monster Ock shrieked and ran at him again, mechanical arms snapping at his heels the whole time.

Diving forward, Azure Spider reached Shocker's body and held it out. As predicted, Monster Ock used his tentacles' pincers to tear through the webbing, which in turn freed up Shocker's gauntlets. Pulling Shocker's arms back before the tentacles destroyed those too, Azure Spider took them off, and fell back as Monster Ock came forwards. He launched his tentacles out once more, and as he ran from them, Azure Spider put the shock gauntlets over his normal wrist armor. Once he had them on, he turned around and fired.

To his enormous relief, the shock blast fired from the gauntlets hit Monster Ock square in the chest, the full power of the sonic vibration blasts causing Monster Ock to shriek in pure rage and agony both as the red symbiote was blasted straight off of the skeleton it had been controlling like a wooden puppet, and no sooner was the symbiote off in full did the skeleton fall backwards and onto the ground, it's bones becoming disjointed as it did until it was nothing but a pile of separated bones and four now inert mechanical arms.

Azure Spider let out a deep sigh of relief and fell backwards, exhausted as he was and overcome at how he had managed to triumph against the Sinister Six against all odds. All of them, he realized, except one.

Azure Spider got up and looked around for any sign of Mysterio. He didn't see any, but that wasn't proof, nor was his Spider-Sense not going off due to Mysterio's having long ago found a way to negate it. For several moments he braced himself for an attack, but none ever came. Evidently, Mysterio had quietly scampered off in the face of his allies' being defeated.

_Still a coward huh, Mysterio? Not that I'm complaining though…._

Seeing Spider-Man's still inert body lying there, Azure Spider made his way over to him. Pulling off his mask, Azure Spider checked his pulse. It was still present, but it was weak, and Azure Spider realized most of his injuries were internal, and thus beyond his ability to heal with the medical tech that he had.

But then, Azure Spider's spider-sense started to go off again, and in fact, it was buzzing hard. Harder than it ever did except when Sentinels were nearby. Was it another one?

Azure Spider turned around and saw not a Sentinel but a man in blue and very dark red with an old looking helmet over his head and a polearm in hand. He strode forward confidently and Azure Spider whipped around to confront him, even though he knew it to be a bad idea. He was tired, fresh out of gadgets, and his still intensely buzzing spider-sense was giving him a pounding headache, not to mention a major warning sign that he should probably turn tail and run.

"You shouldn't have expended all of your energy fighting those simpletons child. It's made you all too easy a catch…"

But then, just as Karn lunged at him, he was blasted backwards by a powerful jet of green colored fire. Scampering backwards, Karn swiftly retreated back through the inter-reality tunnel from which he had come through the second he saw who it was.

Looking up, Azure Spider saw hovering over him the Sorcerer Supreme Spider-Man, who then landed and turned to face him. "That display of power on my part may have sent him packing but it won't keep him away forever. We need to move."

"What about him?" Azure Spider asked, pointing to Spider-Man as he did. Seeing how injured he was, Sorcerer Supreme Spider-Man held out a teal gloved hand over his body, mumbled some incantations, and the very next instant Spider-Man jolted upright, gasping for air as he did as he realized he no longer felt injured in the least. Looking up, he saw Sorcerer Supreme Spider-Man and recognized him.

"_You_ sure took your sweet time."

"I came as soon as I could. I'm pleased that you found the spider totem of this world, or rather, he found you."

"What the hell is going on?" Azure Spider demanded. "Who was that guy, and who are you?"

"I get those questions a lot." Sorcerer Supreme Spider-Man noted bluntly before saying more seriously: "Come. It's time we take our leave of this dreary world, and return you, my counterpart, to your own body."

And with yet more incantations, the three spiders were gone.

**Author's Note: Whole lot of trivia here, so let's get started!**

**1\. I probably should come out and admit this, I was indeed inspired by both the 25 Moments and Days of Future Past movie when coming up with my dystopian alternate future for Earth 763. But then I think that the X-Men Movie Universe did a good job with it's take on a dystopia, and this is an alternate Marvel Universe, so I thought 'why not'? Likewise, the "new Sentinel models" mentioned are indeed based off of the absolutely terrifying Mark X Sentinels from the Days of Future Past movie.**

**2\. The Spider-Man costume I described for Ben Reilly is what he actually wore during his tenure as Spider-Man in the 1990s.**

**3\. As his being called Joel shows, the Captain America of Earth 558 is not Steve Rogers. He is a Jewish immigrant to America named Joel Berkowitz. His Marvel Universe is also one where technology progressed at a much faster rate than in most other Marvel Universes (and real life) because realistically, once you introduce super science and advanced technology in WWII, that tech should be trickling out and steadily becoming more mainstream, and thus technology should be progressing at pretty much break-neck speed. Hence why Earth 558's New York looks more futuristic. The "Director Wilson" happens to be Sam Wilson, who is the Falcon in 616 (and my Marvel Universe), but on Earth 558 is the Director of SHIELD. **

**4\. Yes, the identity of the other black suit Spider-Man will be revealed later. He is not just a random Spider-Man. He will serve a role in my Spider-Verse tie-in.**

**5\. Monster Ock is an actual thing, sort of. He appeared as the final boss of the classic Nintendo 64 Spider-Man game and was so powerful Spider-Man didn't even fight him. He just ran like hell until he reached the exit before Monster Ock could catch him. He's gotten some fan-art to his name and was a cool concept, so I found a way of including him in my story. The idea of the mechanical arms controlling Doc Ock's skeleton was used in Spider-Man: Reign, which also takes place in a dystopian alternate future. So basically, I fused two alternate versions of Otto into one here.**

**6\. And now we come to the elephant in the room: namely how I've got a character with my username in my story now! Call me self-indulgent if you want, but this was actually part of why I chose that username in the first place: because I've had this character in mind for a very long time. As for all of his wonderful toys, I justify that as being thus: he's from the future, and if Beetle and Mysterio could get some nice upgrades, then so can someone else from that time period, especially since he'd need them to be able to win. Also, don't worry: he's not an Author Avatar. His personality is different from mine, and the story's not going to bend over backwards for him either, so anyone fearing I just brought in a Mary Sue should lay those fears to rest.**


	7. Spider-Verse Part II: Coming Together

Chapter 7: Spider-Verse Part II: Coming Together

_Earth 763_

When the Sorcerer Supreme Spider-Man came to Earth 763 with that world's Spider-Man in tow, it had only actually been a few hours since Spider-Man was first brought to Night Nurse and patched up by her, and now his body lay motionless, bandaged up, and his heart barely beating.

"...so how is it I could be in two bodies at once?" Spider-Man asked as he and his magical counterpart arrived.

"...your mind may have been elsewhere, but that just left your body brain-dead and comatose. You were still breathing...barely."

"Well, we've got three tracer rounds to thank for that. I hope you can heal this body up as well as you did the one I'm in right now."

"Not an issue." Sorcerer Supreme Spider-Man said, before then raising his hand over the body and mumbling the same incantations he had used before. And miraculously, the body was healed of it's injuries entirely. The damaged tissue was repaired, the stitched up wounds vanished, and all of the lost blood and vitality restored. And no sooner was this done did Sorcerer Supreme Spider-Man mumble another incantation that saw Spider-Man's consciousness returned to his own body. Once he was back in, he had ample reason to appreciate the Sorcerer Supreme Spider-Man's healing powers.

"I gotta say, I feel like a brand new Spider-Man." the web-head remarked as he got off the table and turned to look at his mystical counterpart. "...with healing powers like that, I'm glad you're on our side."

"Well, great as my healing is I can't resurrect the dead. A blow from Karn will do you in, make no mistake about it. And then I will not be able to help you."

"I'll keep that in mind." Spider-Man said with a nod before adding: "But thanks anyway. Not everyday my injuries get healed by a magician."

"I'm not a magician, I'm a-"

Sorcerer Supreme Spider-Man was cut off when he saw Night Nurse walk into the room again, her eyes widening upon seeing Spider-Man back up on his feet, the Sorcerer Supreme Spider-Man standing right next to him, and the now inert body of Earth 765's Ben Reilly lying on the floor.

"...well, I think I may have some explaining to do…"

_Earth 7832_

"Hold still Bug!" Shocker shouted as he fired out another blast of pressurized air at Spider-Man, only for the lithe, red and blue clad teenager to nimbly avoid the attack.

"Come on Shocker, get some new material already! And besides that, spiders are arachnids!"

Another blast of pressurized air was fired out, and again Spider-Man dodged the attack. This had been going on for some time now, and small craters littered the surrounding area where Shocker's blasts had impacted. Most people had also scattered by this point, which was good for Spider-Man, since it meant less people to worry about while fighting Shocker.

_And on the plus side, there's no Ox and Ricochet this time around either. Just need to get close enough…_

Another air blast, and this one was a little too close for comfort. Deciding he'd had his fill of playing evasive, Spider-Man swung in towards Shocker, getting closer and closer and only stopping his pursuit to avoid more air blasts. But then finally, he landed before darting to one side, firing a bit of webbing that got Shocker right in his visor, and then launched forwards. A few strikes were sufficient to knock him backwards, and Spider-Man followed it up by unleashing more webbing, hoping as he did that it would be strong enough to keep Shocker restrained.

As it so happened it was, and Spider-Man decided to give one more knock-out punch for good measure. By the time the police closed in, Shocker was securely webbed up and ready for another trip to prison.

"Well, that wasn't so bad." Spider-Man admitted as he swung off. "And with Shocker back in jail, that means only the Hobgoblin's still out there...and Black Cat."

Black Cat. The cat burglar had still not forgiven him for his refusing to allow her to let her father leave the prison he'd been condemned to for life, and subsequent interactions between the two after that night had been...suffice to say, less fun than their first team-up against Chameleon, Tinkerer, and a pre-Mysterio Quentin Beck.

Spider-Man sighed as he remembered this. He hadn't wanted to hurt Black Cat, not at all. He really had enjoyed the time they'd spent together, their back-and-forth banter, their ability to effectively fight side by side...he'd enjoyed it. Truth be told, there were even times when Spider-Man found himself thinking that, in view of his ending his relationship with Liz Allan (and his breaking her heart, something he also felt terrible about), and Gwen remaining with Harry, perhaps Black Cat might be…

Spider-Man shook his head. "No. No, no...she hates me now. And besides, I don't know anything about her outside of that costume...not even her real name."

Then Spider-Man realized: perhaps if he were to tell Black Cat who he was, she would understand his motive for wanting her father to stay in jail...

Again Spider-Man shook his head. What was he thinking? Share his secret identity with a woman who hated his guts? Where was the sense in that?

Spider-Man sighed as he took a break from his swing and landed on a nearby building. Gwen, Liz, and Black Cat...why was it he seemed to always disappoint the women in his life?

It was while he was asking this question that Spider-Man's Spider-Sense began to buzz. And it was buzzing hard. Harder than ever before now that Spider-Man thought about it. Looking around for the cause, he saw a man materialize in front of him. Spider-Man found himself backpedaling to put some distance between himself and the man who flashed a polearm with a glowing red top. He closed the distance between them with distressing speed though, and Spider-Man only narrowly kept ahead of him and stayed on the evasive as Karn bore down on him, his polearm flashing. Spider-Man did his best to avoid the attacks, all the while Karn snapping his polearm back with every missed attack and then thrusting again.

Deciding quickly that he wanted to be farther from this particular foe rather than closer, Spider-Man finally elected to turn heel and run, but Karn would have none of it. He pursued, and with an outstretched hand managed to grab Spider-Man's ankle in time.

_Why does this keep happening to me? _Spider-Man thought as Karn pulled him down and thrusted with the polearm in his other hand…

...only for the polearm to collide with an indestructible red and white shield instead.

"You!"

Karn snapped his polearm back and thrusted once more, but the American Spider grabbed it with his free hand and then brought his shield down on it, decapitating the polearm and rendering it useless. Rushing to Spider-Man's side, American Spider grabbed him and then vanished before Karn could reach them.

_Earth 763_

"Spider! You're okay!" Black Cat cried out, happily embracing Spider-Man and hugging him tightly, pressing her head against his chest as tears streamed down her eyes. She pulled up his mask and then kissed him passionately. "I thought I'd lost you…" she whispered as Spider-Man continued to hold her in his arms.

"I'm fine Cat. I didn't die. Thanks to Night Nurse and uh...well, another me. One who's also his world's Doctor Strange."

Black Cat exited her embrace and turned to Sorcerer Supreme Spider-Man. "Thank you so much for healing him."

Sorcerer Supreme Spider-Man nodded. "Of course. A fellow me in the multiverse with a noble heart in need of assistance? How could I possibly refuse? And especially when, in addition to all of the above he is needed to help address a crisis."

"What crisis?"

"I already explained it to him, and have no strong desire to do so again. But suffice to say, both your world's Spider-Man and also the Scarlet Spider over there need to come with me on a matter of great importance. So, for that matter does your Spider-Woman."

"We don't know where Spider Woman is." Luke Cage pointed out.

"Leave that to two of my best. They'll have found her by now. The point is, all spider-totems in this world are being recruited. I'm not sparing anyone because this is one of those 'all hands on deck' sort of moments."

Black Cat held Spider-Man's arm tightly. "You saved him and now you're taking him away again?" Black Cat asked, her green eyes flashing with anger and indignance.

"I say again; this is an urgent matter that involves him, his clone here, and every other spider-totem on this Earth."

"_This _Earth?"

Sorcerer Supreme Spider-Man sighed. "If I were to tell you the whole story, would you be more willing to relinquish the two spiders here?"

"We'd consider it." Captain America said evenly.

Sorcerer Supreme Spider-Man sighed again before saying: "Well….the long and short of it is that a group known as the Inheritors have decided it's a jolly good idea to kill every last version of myself and your Spider-Man in the multiverse, along with anyone and everyone else there who dares to have 'spider' in their name. Most of them are tangled up battling a whole army of us spider-people elsewhere in the multiverse. Several have already fallen, but I was aware of this beforehand. And I chose to do something about it. Namely, that I wasn't going to let the Inheritors kill any more Spiders. That's why I've been gathering up what Spider-Men in the Multiverse there are that the Inheritors...missed."

"And...Spider-Man and Scarlet Spider are two such spiders?"

Sorcerer Supreme Spider-Man nodded. "Precisely. As is Spider-Woman and two others, the names of whom I do not know, but I know of their presence. Again, I have spiders I've already recruited getting them now as we speak. I need now to take these two spiders here with me."

"If they're going, then I'm coming too." Black Cat said resolutely.

"No! Cat, don't. If the Inheritors are as bad as Spider-Strange here says they are, then I don't want you risking your life against them."

"I can take care of myself Spider, you _know _that." Black Cat's tone had an edge to it here that it didn't normally have, and there was a clear look of hurt and pain in her eyes.

Spider-Man lifted her chin and looked her right in the eye. "Cat...I love you. I love you and I want us to be together for the rest of our lives. And because of that, I can't bear the thought of losing you, especially after...after Gwen. This a battle for us spiders. Let _us_ fight it."

"But I've always stood by you!" Black Cat pointed out. "I've _always_ been at your side. Why should this be any different? I've helped you so many times before Spider. Let me help you again."

Spider-Man said nothing as he continued to look into Black Cat's beautiful face, a look of deep hurt and pleading on it. But as he did he realized that, while he could not bear to see her die, suppose the opposite happened? Would it really be fair of him to expect her to carry on without him when he could almost certainly not do the opposite? And she _was_ a fellow superhero who had fought alongside him for years now…

Spider-Man sighed and said: "Alright Felicia. You can come…" Spider-Man turned to face his mystical counterpart. "...if the other me says yes anyway."

"I will not be responsible for what happens to her." Spider-Strange warned. "If she comes, then she must suffer any consequences to that choice on her own. I will heal her if she is injured, and assist her in battle, but should she die...that will not be on my head."

"I understand." Black Cat said. "I'm coming anyway."

"So then…" Scarlet Spider said, at last choosing that moment to speak up. "...I take it this means we're going?"

Spider-Strange nodded. "Yes. We go now to _my _Earth."

_Earth 78312_

When Spider-Man, Scarlet Spider, and Black Cat arrived at Spider-Strange's Earth and materialized inside his house, they saw immediately that it was a very fancy looking place, with rows upon rows of old books, antique chairs and tables, and various artifacts of a clearly mystic variety that all of the Earth 763 visitors knew immediately they'd do well not to touch or otherwise tamper with.

"Welcome to my home, the Sanctum Sangtorum." Spider-Strange said matter-of-factly. Spider-Man nodded at this, having seen the inside of his Doctor Strange's Sanctum Sangtorum and found it to be much the same overall. Thus, this experience was not as new to him.

"Love what you've done with the place." Scarlet Spider said in a deadpan as he looked around.

"Beaten to a quip? Man I must be losing my touch…"

Spider-Strange sighed and said simply: "Follow me. The other spiders have already been recruited at this point, including the other totems from your world. You should meet them all."

Spider-Strange walked off, and Spider-Man, Scarlet Spider, and Black Cat followed. They were led to a much larger room, one with more chairs for people to sit in, and a large, majestic violet colored carpet on the ground that covered every inch of the floor.

And then the Earth 763 visitors got to see everyone present in the room: well over a dozen different figures that, for all their having different costumes were still clearly different versions of Spider-Man. All different Spider-Men (and women) who had apparently already been found and recruited into this army of Spiders to combat the Inheritors.

They were definitely a varied bunch. One dressed in all black, with a coat worn over his shoulders and goggles worn over his mask. Notably he had a gun in his hand, which 763 Spider-Man saw as a bad sign. Another wore a Fantastic Four uniform in lieu of a Spider-Man costume, but with a paper bag over his head, something 763 Spider-Man struggled to find anything but ridiculous.

A third Spider-Man had four extra arms coming out of him, and a fourth dressed in a mostly blue costume that resembled the Azure Spider's outfit in many respects, but also different in other ways, such as not being armored and having a different red spider logo than the one on Azure Spider's chest-plate. It did retain the web-cape though.

And there were others still besides those ones, each of them different in some way or another, and many of them visibly so. 763 Spider-Man could even see what looked like a cartoon pig dressed in a Spider-Man costume amid the crowd, which he struggled to keep from calling attention to. Truth be told, 763 Spider-Man found himself wondering what was so powerful it could not only casually and effortlessly go from world to world, but also kill so many versions of him that it mandated they all unite under one banner. And why?

"Looks like we've got some new arrivals." the Spider-Man in black with the gun noted as he saw Earth 763 Spider-Man, Scarlet Spider, and Black Cat walk in along with Spider-Strange.

"My world's." Ezekiel noted, 763 Spider-Man turning as he saw the older man in white among the crowd. Scarlet Spider for his part, found himself turning to look at Spider-Woman, who also stood there, the mask worn over her face betraying no expression.

"How many of us are there now?" asked one Spider-Man who wore what 763 Spider-Man recognized as one of his black costumes, which in turn made him hope it was a non-symbiote black costume. The last thing he wanted was to work with a version of himself who was a Venom waiting to happen.

"26 counting myself and the Black Cat." Spider-Strange said. He then levitated so all of the other Spiders looked up at him and continued: "I don't need to tell you all the reason why you've been brought here. You all _know_ the reason. The issue at hand now is how to combat the threat posed to us by Karn's clone and the minions of his that he has recruited. The main army of Spiders is busy combating the Inheritors. We must do our part to ensure that Karn's clone does not kill any spiders his family happens to overlook."

"Uh, question." came the younger Spider-Man that American Spider had come to the rescue of. "You, uh...you seem pretty powerful. What with all of the magic and stuff (which was something I didn't even believe in until five minutes ago), so I have to ask: why can't _you_ just beat this Karn guy yourself?"

"If only it were that simple." Spider-Strange said sadly before adding: "Karn's clone has recruited others to fight for his cause. Villains from your realities and mine have been found and joined together under his banner, including my own arch-nemesis the Dark Daemon. He by himself could challenge me. Him plus Karn's clone and numerous other villains would be beyond even _my _abilities to combat. And besides, Karn's clone would have still gone to your worlds with the intentions of murdering you all."

"I have a question of my own." Scarlet Spider asked, in so doing asking the question that 763 Spider-Man was wondering himself: "What do the Inheritors stand to gain from slaughtering us?"

"They're predators." Spider-Strange said bluntly before adding: "...and we're their prey. The Inheritors feed on the totemistic energy of beings with powers of the members of the animal kingdom. And as we are all spider totems, we fit that description."

"But why all Spiders specifically?" 763 Spider-Man asked.

"We angered them." Another Spider-Man said bluntly, stepping forward as he did. 763 Spider-Man turned to look at him, and was greeted to an interesting sight to be sure: it was a man who's build certainly looked close to his own, and his costume was plenty red and blue, but the crimson boots and gloves looked more like commando gear, and his black spider logo was bigger, featuring in it's center a silver-white star. The mask was a solid blue variant of the standard Spider-Man mask with no web-pattern, but rather a white "A" on the front, and the design of silver wings on the sides. And over one arm was a large red and white striped shield with a blue center, and in the center of that a large white star with a black spider inside of the star.

Between it all, it didn't take much on 763 Spider-Man's part to deduce this particular Spider's backstory.

"The Inheritors have hunted Spiders before, and more specifically one of them named Morlun hunted the greatest Spider-Man of us all. The one who inhabits the universe that is at the center of our multiverse. And this Spider-Man bested Morlun multiple times. He bested Morlun and then discovered another totem from his world, namely another version of Silk…" American Spider pointed to Silk, who nodded wordlessly. "...and then, the Inheritors decided that the Spiders had defied them long enough. They are determined to remind us once and for all what the natural order of the food chain is. But as always, we will not give in."

"So what now?" another Spider-Man asked, this one the version of the hero with six arms. "How do we stop the Inheritors?"

"As I have already made clear that is a task that rests solely on the shoulders of the main Spider-Army. _Our_ task is a different one. Namely protect ourselves and our worlds from the one Inheritor who has taken notice of us and is now intending to kill those who the rest of his family 'missed'."

"Who is this one Inheritor exactly?"

"Karn." American Spider answered. "Or rather, a clone of him. As I understand it, the real Karn was exiled from his family. It hasn't made him any more friendly to us, but even so, he is an outcast to his family. But they decided to make a clone of him to ensure that there was always a Karn amongst them."

"So the Inheritors are cloners too?" 763 Spider-Man asked.

Spider-Strange nodded. "Yes. And in fact, that has been what has allowed the Inheritors to thus far cheat death. Any time one of them is killed, they simply return in a clone body."

"...man, that's cheap. How do we stop something like that?"

"We find another way." American Spider said resolutely before adding: "...we find a way or we make one."

"That's a lovely sentiment to be sure." came another Spider-Man's voice before adding: "...but it doesn't bring us any closer to finding a halfway decent solution to our predicament."

This Spider-Man wore a variant of Spider-Man's classic look that was black where it should have been blue and thus reminding 763 Spider-Man too much of Hybrid's Spider-Man costume for his liking. The clawed toes and fingers and the arrogance in his tone did little to ease 763 Spider-Man's concerns.

"I don't see _you _coming up with any great ideas either smart guy." the Spider-Man in black with a gun said accusingly.

The red and black Spider-Man turned to face him, but Spider-Strange saw what was coming and intervened: "We already have enough enemies as is, let's not fight amongst ourselves too. The Superior Spider-Man is not wrong to voice concerns, but so too is the American Spider right to not abandon hope. Between all of us, we should be able to find a way to stop _one_ Inheritor. And if nothing else, his minions are not quite so unassailable. And as for Karn's clone, I may have one possible solution for dealing with him."

"Which is?" asked Kaine, who only just then chose to speak. 763 Spider-Man instinctively shot a look over to him, also taking note of how he easily towered over everyone else in the room. But then in fairness, most of them were all just alternate versions of _him._

"One of the many mystical talismans I possess is known as the Crimson Bands of Cyttorak. If we could somehow weaken Karn's clone, and also prevent him from being able to access other realities the way he does, we could conceivably imprison him in the Bands and then in my Sanctum Sangtorum, where I can keep a ready eye on him. That way, we won't even _need _to kill him to stop him."

"But then that leaves us with some other problems." pointed out a Spider-Man who had hardly left the side of the woman known as Silk. "Firstly, how do we weaken Karn enough for that plan to work? And second, how are we to keep him from fleeing to another reality, or else alerting the other Inheritors to our activities?"

"The plan I present is merely an outline, not a complete work. Those are valid questions to be sure, but they don't invalidate the idea outright."

"No," the other Spider-Man conceded. "They don't. But if we _are _going to use that plan, we need to think these things through."

"I may be able to create a sigil to block Karn's interreality comings and goings, but it will take time to find the right one and then prepare it. If we can prevent his escape, then we just need a means of weakening him enough for me to be able to trap him in the Crimson Bands of Cyttorak."

It was then that another Spider-Man in the group nervously raised his hand, and when he spoke his voice didn't sound like Peter Parker's, in turn telling 763 Spider-Man that this version of him wasn't another Peter Parker but someone else. Someone who's voice did sound familiar but he wasn't sure where from specifically. His costume was also different, being black where the "classic" costume was blue, and a very light, pale purple where it was red. The eye-holes on the mask were still black-rimmed, but red instead of white. The design on the front of the shirt-piece was also different, being more like a downward facing triangle that didn't cover as much of the torso. Over his waist he wore a large, dark colored belt with a red circle in the center.

"Uh, excuse me, but I think I may have one idea for how we can win: the Inheritors feed off of our life force, correct?"

Spider-Strange, American Spider, and several of the others nodded wordlessly.

"Right then, well I've been thinking: what if we were to, shall we say, poison their food?"

"What do you mean?"

"What I mean is this: we trick this Karn character into feeding on one of us, namely me, but before hand give me a radioactive solution. Gamma radiation to be exact. Thus, when Karn tries to feed on me, well...let's just say he might get a bit of a tummy ache."

"But wouldn't that kill you?"

Bruce Banner Spider-Man shook his head. "No. I got my powers while working with gamma radiation. I'll be resistant to it. And besides that, if Karn's nature is as vampiric as I'm being led to believe, then he'll likely suck the solution right out of me and give it to himself. Once he's weakened from the gamma poison, you can restrain him, or at least be able to overcome him in a fight and _then _restrain him."

"Wait a minute, go back a bit." Spectacular Spider-Man said, holding up his hands. "...how exactly did you get your spider powers?"

"In my world, you became the Hulk. I was trying to find a cure for you, and while tampering with solutions of the same gamma radiation that had turned my world's Peter Parker into the Hulk, one of the spiders I was testing it on escaped and bit me. And from that bite, I gained the powers that I have. So I _already_ have gamma radiation in my veins and it's made me stronger, not weaker. I think I could probably take a little more."

"Are you saying you got your powers from a radioactive spider?"

"...pretty much, yeah."

"That's crazy."

"I don't know if you noticed, but there's a _sorcerer _floating above our heads right now, and we're making home base in his magic house. Are you _honestly_ judging and playing the skeptic in light of that?"

"In fairness, that's how _I_ got _my_ spider powers too." the Six Armed Spider-Man pointed out.

"Same here." The Bombastic Bag Man said simply.

"I got _mine_ from the Super Spider Serum along with Vita Rays…"

"Okay, now that we've had fun educating one another on our various origin stories, let's get back to the task at hand." The Spider-Man standing next to Silk said. For her part, Silk turned to face the Bruce Banner Spider-Man and said: "So you were saying something about being an expert in gamma radiation…"

Bruce Banner Spider-Man nodded. "That's right. And with my gamma irradiated blood I can safely inject myself with a gamma radiation solution, and then offer myself up to Karn in an apparent surrender. Once he feeds, he'll be poisoned by the solution and hopefully weakened enough to now be assailable."

"We don't know if radiation can hurt this creature though." Superior Spider-Man said, interceding. "And even if it does, suppose it doesn't weaken him enough? We could be throwing away our lives for nothing!"

Bruce Banner Spider-Man shrugged. "There are variables I'll admit, but it's all I've got as of right now."

"It's an interesting plan to consider." 763 Spider-Man said, choosing that moment to speak up. "We should probably think of some other options though. Won't hurt to have multiple strategies."

"_I _happen to possess a power-dampening field that negates or at least diminishes the powers of superhumans." Superior Spider-Man said before adding bitterly: "...or at least I did. Karn's clone was smart enough to destroy it before I could use it against him. But given time and the proper resources I can build a new one relatively quickly. And so long as someone keeps Karn's clone distracted I can unleash it on him and weaken his physicality."

"Then we should combine our plans." Bruce Banner Spider-Man suggested. "My offering myself up as a sacrifice will be the perfect distraction, and once he's poisoned himself on my gamma radiation solution, you can hit him with your power-dampener. Between those two things he should be weakened considerably."

"I think we'll also want to get rid of that weapon of his." Earth 558 Spider-Man said. "That thing sliced through my web-shield like a hot knife through butter. Wouldn't fancy my chances of surviving a direct hit from it either."

"Leave _that _to me." American Spider said. "I destroyed it while recruiting the younger Spider-Man over there. If he's made a new one, I can destroy that one too."

"I doubt he'll fall for the same moves twice though." The blue Spider-Man, Spider-Man 2099 said before adding: "...but I think between all of us we can probably disarm him of it."

"Maybe Snake-Eyes Spider-Man here can swipe it out from under him." Earth 558 Spider-Man suggested sarcastically, which in turn prompted most of the other spiders to turn to regard a Spider-Man who was dressed in fairly non-descript peasant clothes that were either a dull blue or a rusty red, with a red mask worn over his face and a sword sheathed in a scabbard that was slung over his back. Held between two of his fingers was a throwing star.

The ninja Spider-Man, Kumo, turned to regard Earth 558 Spider-Man and stared blankly at him for a few moments. He said nothing, and his gaze was sufficient to compel 558 Spider-Man to look away.

"While I can definitely appreciate a fellow Spider-Man with a sense of humor, I don't think this is quite the time for jokes." 763 Spider-Man admitted.

"No, it's not." Spider-Strange noted. He turned to the Superior Spider-Man directly: "...what materials will you need for your device? I can get them for you."

Superior Spider-Man allowed a dry smile behind his mask. "Really? Well then we'd best get started right now…"

-X-

-X-

As the Superior Spider-Man set about rebuilding his power-dampener with help from Spider-Strange, and Bruce Banner Spider-Man worked on his gamma radiation solution, the Earth 763 inhabitants decided to spend some time acquainting themselves with the other spiders they were now going to be fighting side by side with.

"So…" Scarlet Spider said as he looked at one Spider-Man in particular. "...you're me as Spider-Man?"

The Ben Reilly Spider-Man nodded. "Yes. After my world's Peter Parker lost his powers, he retired and settled down with Mary Jane. After that, I stepped up to continue where he left off."

Scarlet Spider nodded approvingly to this before then looking closer at his Spider-Man costume. "Like what you did with the outfit."

Ben Reilly Spider-Man chuckled. "Well, you _are _another me, remember?"

Meanwhile, 763 Spider-Man talked to his counterpart who remained close to the woman known as Silk, as he did also shooting a look over at his swine counterpart.

"Uh, I know I'm gonna look stupid for asking this but...that's a cartoon pig in a Spider-Man costume right?"

The older Spider-Man smiled and nodded. "Yeah, that be the one. The Spectacular Spider-Ham he calls himself. Don't call attention to it though. He can be a bit touchy, especially about that."

"Duly noted." 763 Spider-Man said before adding: "So what's your story?"

"My wife and I are the spider-totems of our world. We were raised together and trained in our powers together, to keep us both safe from the Inheritors. Our world's Ezekiel looked after us."

"Wait, wait, Ezekiel?" 763 Spider-Man shot a look over to his version of Ezekiel, who had retreated to a quieter corner of the room. "Sounds a little _too _nice for _my_ Ezekiel."

"He was rough around the edges, but he kept us safe." Silk said. "...and he gave his life to make sure we kept our own."

763 Spider-Man nodded. "Alright...when did you two first uh, tie the knot?"

"Not long before Ezekiel's death." The alternate Spider-Man said. "He was the one who married us actually."

"When you live with someone else and spend all your time around them for so long, your only options tend to be either marriage or murder." Silk said bluntly and sardonically, a remark that her husband chuckled at.

"Well, I'm...happy for both of you."

"Have you not met me in your world yet?" Silk asked curiously.

"Uh, actually, I don't think there even _is _a version of you in my world." 763 Spider-Man said apologetically.

"Hm. Well, that's your loss."

"I already have someone in my life that I love…" 763 Spider-Man said, as he did turning to look at Black Cat, who was currently talking to Scarlet Spider.

"Ah. The one among us who is not a totem. What is she doing here anyway?"

"She wanted to come." 763 Spider-Man said simply. "We stick together, just like you and your husband do."

"But you are not yet married to her?"

763 Spider-Man shook his head. "I'm not sure we're quite ready for that just yet…"

"She's willing to follow you into the jaws of death against a foe that would have completely overlooked her otherwise just to stand at your side. Sounds like you're ready to me."

"Leave him alone dear." Silk's husband said before turning to face his Earth 763 counterpart. "It's nice to see another me who's making it work with somebody. Not all of us are quite so fortunate."

763 Spider-Man nodded, but in the face of Silk's remarks he found himself thinking about them quite a bit. Again, he looked at Black Cat, standing there amidst the many different spiders, and as he did he wondered: maybe he _should _take that next step. Maybe he should ask her if she wanted to marry him. As it was, he could probably guess what her answer would be, and certainly he had come to decide that he still loved her and had no objection to being a relationship with her. Why shouldn't he take that next step?

_Then again… _Spider-Man thought. _...there are certain other challenges present…_

For one, there was how Black Cat's identity was public knowledge, so if people knew she was married to Peter Parker and then saw her swinging around New York with Spider-Man, his secret would be out. Of course, in view of Harry Osborn laying siege to his apartment and knowing his identity before that, Spider-Man reasoned that his secret identity was probably _already_ exposed anyway.

And that in turn got him worrying about the future of himself and his world. Assuming he lived to see the end of this adventure with the other spiders, he would have to return to a world that would now almost certainly know his identity. How would he be able to get by? He'd always guarded his secret identity so carefully, how could he function without it? Especially when tolerance for superheroes was at an all-time low thanks to the Registration Act? And what about his loved ones? Everyone who were now at risk thanks to all of the enemies who'd want revenge…

763 Spider-Man let out a deep sigh. He couldn't deal with it right now. He realized that as much as he was sorely tempted to just obsess and obsess over how his life in his native reality was most likely done for, he realized that at this moment in time he couldn't. Right now, with the lives of himself and many other Spiders hanging in the balance, he needed to keep his head in the game. This was not a good time to be distracted. Should the worst happen, he told himself, he could always go to some new reality where his identity remained a secret…

"So you brought your Black Cat along huh?" another Spider-Man asked, walking up to 763 Spider-Man as he did.

"Yeah, that's what I just told them." he pointed to Silk and her Spider-Man.

"I'm good friends with my world's Black Cat. She was once my partner, before running off to join Morbius and Blade."

"Why did she do that?"

The other Spider-Man shrugged. "Don't know. Never made any sense to me personally." he paused, before adding: "She was a super soldier you know."

"What?"

"Yeah, she got the same super soldier formula Captain America did. That's how her hair turned white and she became really strong. She would 'power up'..." The other Spider-Man trailed off as 763 Spider-Man just looked at him.

"...I'm sorry, but that sounds kind of stupid."

"She _was _pretty though. Almost as pretty as Mary Jane."

"You still seeing Mary Jane where you're from?"

"Well, I _was_, but then I lost her. I'm still trying to find the _real_ Mary Jane, after being misled by that clone with Hydro Man's powers…"

763 Spider-Man shook his head. Of all the different versions of him, _this _Spider-Man seemed to have the absolute most bizarre backstory and universe of all.

It was early the next day when Superior Spider-Man and Bruce Banner Spider-Man announced the completion of their power-dampener and gamma radiation solution respectively.

"Wow, that was quick."

"I work fast when I'm motivated." Superior Spider-Man said simply before adding: "...which is always."

"It helped that our magical friend here was able to procure everything we needed in such a short span of time." Bruce Banner Spider-Man added. "All we had to do is tell him what we needed and he conjured it for us."

"So then…" American Spider said, interceding: "Does this mean that we're going through with our plan of using Banner's gamma radiation poison in conjunction with Superior Spider-Man's power-dampener to weaken Karn's clone?"

Superior Spider-Man nodded. "Yes. If this works, Spider-Strange should be able to restrain the clone with his Crimson Bands of Cyttorak. But that means we'll need him with us when this happens."

Spider-Strange nodded before adding: "Be warned though: should this plan of ours fail for whatever reason, I will not be able to return us to my Sanctum Sangtorum. We will have to retreat to some other random earth in the multiverse."

Bruce Banner Spider-Man nodded. "I understand." he turned to the others. "But I _do_ also think we should ask the others what _they _think first. I don't want to ask anything of them that they don't want to do."

"Hey, we were going to have leave the safety of this place and fight sooner or later." Noir Spider-Man said before adding: "At least now we've got a plan."

"Let's hope it works though." Spider-Man 2099 said grimly.

"Only one way to find out." American Spider said. "We find Karn's clone." he turned to Spider-Strange. "Have you located him?"

Spider-Strange nodded. "Yes. He's gone to Earth 526. If we hurry, we can intercept him and then spring our trap."

"Alright then. Looks like we're moving out. Everyone get ready for a fight."

All of the spiders got up and moved closer to one another. Hovering above them yet again, Spider-Strange said an incantation and then like that, all of the spiders vanished.

_Earth 526_

When the army of spiders arrived on Earth 526, they found themselves greeted to a swampy terrain, with a large factory belching black smoke off in the distance. The smoke in turn made the sky a grim, overcast gray. In all, not an inviting atmosphere.

"20 bucks that this world's Spider-Man wears a gasmask." 558 Spider-Man quipped, to which the other black costume Spider-Man shook his head and sighed. "Not the time." he said simply.

The group of spiders moved out, carefully navigating the swampy terrain as American Spider asked Spider-Strange if he could sense the other Spider-Man's presence.

"Yes, I can actually. But faintly. Either he's far away, or his life is fading fast. Either way, we need to hurry."

American Spider nodded. "Understood. Okay spiders! Double time!"

The group of spiders did just that, quickening their pace as they continued to run and swing through the area, in the case of the latter using trees in place of buildings. Finally, after a while they came upon a sewer-line, where the water was tinged green and gave off a remarkably foul odor.

"Yeesh, what's up with this place?" Spider-Ham asked, his voice high-pitched compared to the Spider-Men and sounding exactly what 763 Spider-Man had remembered from the pig from Loony Tunes. Or so he told himself.

"If I had to guess, I'd say this is an Earth that's polluted itself half to death." the married Spider-Man said as he and his partner Silk brought up the rear.

"Still no sign of this world's Spider-Man though…" Ben Reilly Spider-Man noted.

"Hey you!" came a voice, which prompted all of the Spiders to turn to face it. They were greeted to a man in a dark blue hazmat suit with red boots, gloves, and helmet that walked up to them. "What do you think you costumed types are doing down here? This is a restricted area, not a comic book convention! I ought to call SHIELD down here right now, and…"

American Spider held up a hand. "Settle down son. This is urgent business. Your name wouldn't happen to be Peter Parker would it?"

The man in the Hazmat suit nodded. "Yeah, it is. But so what? You come here for my autograph or something?"

"No, we came to protect you. You're in danger."

The man in the hazmat suit sighed. "Look Stars and Stripes, I can appreciate a dedicated comic book nut who dresses up as his favorite superhero as much as the next guy, but this isn't a j-"

The Earth 526 Peter Parker was cut off when, zipping through the air was a glowing red blade akin to the top of Karn's polearm. It sailed right over all of the spider's heads before then going right through the visor of Earth 526 Peter Parker's hazmat helmet. There was a sickening sound of metal piercing flesh and skull before the alternate Peter Parker promptly collapsed backwards.

"No!" American Spider shouted before turning to the direction of the blade. "Follow it! Karn must be in that direction!"

The group of spiders raced in the direction the throwing blade had come from, leaping over the stream and then racing across an open field and into a woodland overlooking it, which itself looked like it had seen better days based on the poor state of the bark on the trees and how the dirt on the ground was black and caked with what some of the spiders realized was soot.

"Where is he?" Noir Spider-Man wondered out loud.

"Something's not right here…" Kaine grumbled.

"Well, our spider-senses aren't going off, so that's a good sig-"

Spectacular Spider-Man was cut off when, bursting forth out of the shadows was Karn's polearm, and then Karn himself. The target of the weapon turned just in time to see what was coming his way, but not in time to dodge. He let out a horrific scream as the glowing red head of the polearm went right through the Fantastic Four uniform he wore in place of a Spider-Man costume, and then the Bombastic Bag Man's corpse was hoisted aloft by Karn before then being thrown in the air as Karn lowered his polearm for another go. Soon appearing at his sides and out of the shadows of the wood were dozens upon dozens of men in silver-gray suits of armor that covered them from head to toe.

"Bag Man!"

"How did he sneak up on us!?"

"It's an ambush!" Superior Spider-Man roared before pointing at Karn and his allies: "**_ATTACK!_**"

No sooner had Superior Spider-Man taken it upon himself to give the order did all hell break loose, the spiders backpedaling before then running forward and throwing themselves into the sea of silver armored gunmen that swarmed out of the forest like starving wolves, all the while doing their best to steer clear of Karn's clone and his polearm.

For his part, 763 Spider-Man was frantically looking about in-between lots and lots of bullet dodging to see how his various allies and in particular his fellow Earth 763 inhabitants were faring. To his left he saw Six-Armed Spider-Man shooting out three times as much webbing into the faces, chests, and guns of Karn's soldiers. To his right he saw the Spider-Man married to Silk bounce around from goon to goon alongside his wife, the pair working in tandem as they always did. At one point the Spider-Man shot a web-line that Silk caught in one hand, the two then running forward with it and using it knock down a whole row of Karn's soldiers.

Behind them Spider-Man 2099 was slashing into men with his claws and Azure Spider was punching and kicking people back left and right. Elsewhere Kaine broke one soldier's neck and tossed him away, before then kicking another back so hard he went flying into two more of his fellows, knocking all three of them down.

763 Spider-Man's spider-sense buzzed again and again he barely moved in time to avoid a spray of gunfire. Normally, such a feat was easily done, but here there were so many guns coming from so many different directions that 763 Spider-Man for one was just counting himself lucky they weren't all aiming at him.

He sent a punch out, and one man got sent flying into the air. Another man fired out a spray of bullets, and 763 Spider-Man avoided him. A red spider limb plunging into his chest and piercing his breastplate then ended that particular soldier's life, Superior Spider-Man then tossing his corpse aside and going after another soldier, tearing into one after another with his mechanical spider-limbs. By this point, his octobots, floating machines outfitted with weapons, had also been activated, now opening fire on anyone in Superior Spider-Man's way.

Spider-Man decided to avert his gaze from such a sight, instead zipping in to help relieve the pressure on Spectacular Spider-Man and Ultimate Spider-Man, the two younger Spider-Men each clearly struggling to avoid the sheer number of shots sent their way by so many gunmen. Unleashing the Way of the Spider and also bouncing from soldier to soldier the way the Spider-Couple did, 763 Spider-Man helped thin the ranks, which in turn allowed Spectacular Spider-Man and Ultimate Spider-Man to start striking back with a vengeance, each of them downing more of Karn's soldiers with their blows.

Then the situation deteriorated considerably when new faces arrived, each of them being a different supervillain; villains from various realities from the Marvel Multiverse and in most cases from the same worlds the spiders themselves came from.

"Time for a rematch bug!" Spectacular Spider-Man's Shocker shouted as he fired a pressurized air blast at him, which Spider-Man dodged as he had all the others. As he did, Ultimate Spider-Man found himself being put similarly on the evasive by projectiles hurled at him by his world's Prowler, the presence of whom caused Ultimate Spider-Man to backpdeal and lose his footing.

"Uncle Aaron…?"

"Shouldn't let your guard down kid." Ultimate Prowler said coldly before advancing threateningly on his nephew. A kick to the purple masked face from Spectacular Spider-Man however, dissuaded him.

"Hey, come on now. Is that any way to treat family?"

"Get out of my way!" Ultimate Prowler snarled, swinging an arm out at Spectacular Spider-Man as he did, who avoided him easily.

"Yeesh, talk about a temper. Good thing your nephew doesn't take after you."

At this, Ultimate Prowler chuckled. "Heh, is that what he told you?"

Elsewhere, Gwen Stacy Spider-Woman found herself coming under attack from a man who 763 Spider-Man recognized as Daredevil. Moving in to intercept him, Spider-Man fired some webbing at him to restrain him, but to his frustration Daredevil avoided him.

"DD, what are you doing? You do realize you're on the bad guy side right?"

"My world's Daredevil _is _a bad guy." Gwen Stacy Spider-Woman explained as she dodged a strike from Daredevil's billy club before then kicking him in the shins and then again in the chest, the latter strike knocking him backwards. "...he works for the Kingpin."

"...oh. Well ain't that irony for you…"

763 Spider-Man instinctively ducked as another gunshot came his way. Gwen Stacy Spider-Woman evaded some projectiles as well, and then what 763 Spider-Man recognized as a boomerang, which came near him on it's return trip, Spider-Man ducking so as not to get the boomerang embedded in his head. Looking out, 763 Spider-Man saw Gwen avoid it as well before it returned to it's owner.

"Boomerang?"

Boomerang smiled behind his mask. "That's right mate. I'm _your_ Boomerang alright." Then, he hurled another of his namesakes, and once more both 763 Spider-Man and Gwen Stacy Spider Woman dodged it.

"I have to say, this may be the straight up weirdest gig I've ever done, but I _do_ get to finally kill ya, and a whole lot of other people who _look _like ya, so I'm happy."

Boomerang was cut off when a black gloved fist punched him across the face, 763 Spider-Man seeing that it came from Noir Spider-Man.

"You talk too much." he said bluntly.

More villains emerged to join Karn's soldiers (and Karn himself); Spider-Man 2099 found himself squaring off against both his world's Vulture and also the cyborg gunslinger Venture. Six Armed Spider-Man matched the six limbs of his Doctor Octopus with his own. And even 763 Spider-Man was confronted with his version of Scorpion, who surged towards him the second he spotted him.

"I've been looking for a rematch with you webhead!"

"Hey, what makes you think I'm _your_ Spider-Man?" 763 Spider-Man asked in a half-hearted attempt to get Scorpion to break off his attack.

"I'd kill you anyway." he growled.

763 Spider-Man sighed. "So it's going to be like that huh? Your mistake Gargan."

And so, as 763 Spider-Man dodged the tail and blade strikes of his world's Scorpion, the other Spiders all engaged their respective foes. The Dark Daemon swooped in on his flaming glider, launching Hellfire Bombs at Spider-Strange who retaliated with a variety of magic attacks, everything from lightning fired from his fingertips to bursts of mystic fire of his own.

"So many bullets…" the one alternate Spider-Man 763 Spider-Man had talked to earlier said as he found himself struggling to dodge them. "...in _my_ world everyone had laser guns!"

This Spider-Man soon came under attack from 763 Spider-Man's Scorpion, who started swinging his tail at him again and again. The other Spider-Man dodged, but even as 763 Spider-Man restrained the villain with webbing his counterpart didn't land a punch.

"Hit him!" 763 Spider-Man said.

"I don't usually punch people…" the other Spider-Man said. "Mostly I just shoot a lot of webbing at them. I don't like punches and kicks…"

763 Spider-Man heaved a frustrated sigh right before his Scorpion managed to break free of his restraining webbing and surge towards the other Spider-Man. He panicked and jumped backwards, but 763 Scorpion pursued.

Then, just when it seemed that the situation could not become any more chaotic than it already was, a barrage of gunfire rained down on Karn's soldiers, knocking several of them backwards. Several of the combatants looked up to see a red and blue figure fly in on a jetpack before landing and then unleashing more gunfire, aiming at both Karn's soldiers and the spiders, all of whom dodged out of the way.

"By order of SHIELD, cease hostilities and surrender at once!" the man in red and blue said. When he received gunfire as his reply, the man evaded the shots and retaliated with both more gunfire...and blasts of webbing.

"I think we just found our real spider-totem of this world." Silk said as she kicked Venture back and away from Spider-Man 2099.

"Who is he though? We just saw this world's Peter Parker get killed…"

"I repeat, by order of SHIELD, you are all under arr-"

The SHIELD Spider-Man was cut off when a swing of 763 Scorpion's tail got him square in his helmet and sent him flying backwards. His helmet was knocked off as he landed, revealing a face none of the spiders recognized. The SHIELD Spider-Man hurriedly re-donned his helmet and then staggered to his feet. As he did though, Spectacular Spider-Man's Shocker took aim at him, only for the younger Spider-Man to swing in and kick him back before he could fire.

"Relax man, us guys in costumes are on _your_ side...most of us anyway."

By now, Vulture 2099 had taken to the air, and was pursued by Spider-Woman. A few green high voltage venom blasts fired from her yellow gloved hands and she was able to shoot him right out of the sky, his form plummeting to the ground. Spider-Woman then flew back down and started raining venom blasts down on Karn's soldiers, until Karn saw her and hurled his polearm like a javelin.

Spider-Woman tried to evade the polearm, but it managed to go right through one of the glider wings on her costume. Spider-Woman gasped in pain as she went spiraling out of the air before collapsing. She landed hard, and felt her shoulder cry out in pain. Clenching her teeth and baring past it, Spider-Woman staggered to her feet. She kicked one soldier back but another slammed his rifle butt into her face. She blasted him back, but then she saw Karn's clone make his way towards her, polearm once more in hand.

"Farewell to you child." Karn's clone said as he raised his polearm. Before he could thrust though, some webbing was wrapped around his neck like a garrote. Scarlet Spider tugged on it tightly, but Karn's clone resisted his attempts to strangle him before grabbing Scarlet Spider with one hand and forcing him off. Spider-Woman though took that moment to fire a large venom blast out of her two hands, the blast nailing Karn right in his helmet. Scarlet Spider broke free of Karn's hold as this happened and then started unleashing his own Way of the Spider on him, also dodging his polearm strikes in the process.

Finally back-flipping to put some distance between himself and Karn's clone, Scarlet Spider then started unleashing a barrage of web bullets to keep him further at bay.

"I had it under control." Spider-Woman said icily.

"I think what you _really _meant to say is: 'thank you for saving my life Scarlet Spider'."

"I saved _your_ life too, so now we're even." Spider-Woman said, as she did kicking back more of Karn's soldiers. Scarlet Spider sighed as he did the same.

For his part, Karn had changed targets, going after the Bruce Banner Spider-Man. Seeing him coming in time, Bruce Banner Spider-Man got ready to inject himself with his gamma radiation solution, but then the massive reptilian form of the Lizard burst forth and slammed into him, and as Bruce Banner Spider-Man wrestled with the scaly brute to force him off, the solution dropped to the ground. Bruce Banner Spider-Man tried to grab it, but Lizard slammed his tail down on the ground and in doing so smashed the solution.

"...Oh. That's not good…."

As the alternate Lizard continued to pin Bruce Banner Spider-Man, Karn closed the distance.

"Hold him still for me my pet." Karn's clone said as he walked closer and closer. As he did though, he came under fire from Superior Spider-Man's octobots, which continued to maintain a defensive perimeter around their master. Turning to face them, Karn threw another of his throwing blades at one of the octobots, and managed to strike it square in it's mechanical "eye". It promptly exploded in a shower of shrapnel and broken glass, which landed near another Spider-Man's feet.

"Ah! Broken glass! I can't _stand_ the stuff!"

However, as he recoiled from this, he was temporarily rooted in place, and Karn's clone lunged at him. The Spider-Man panicked and unleashed a mess of webbing, but Karn's polearm cleaved right through it. The Spider-Man threw out a punch, but his inexperience with actual punches and kicks ensured that his attack was sloppy and easily dodged. Karn's clone knocked this Spider-Man down with the butt-end of his polearm and then planted a foot on his body to pin him down.

"No! No, this can't be happening to me! I've still got to stop Miles Warren! I never found the real Mary Jane, I-ARGH!" There was a sickening sound of Karn's polearm puncturing and piercing flesh as he thrusted his weapon into the chest of the alternate Spider-Man, cutting both his sentence and life short.

763 Spider-Man watched the sight with sheer horror, as did many of the other spiders. But so intense was the battle around them that they all each of them had only a brief, fleeting moment to absorb the shock and horror of another Spider-Man being murdered, lest they make themselves easy targets and in turn become the next casualties.

"Take that! And that! And _that_!" Spider-Ham called out as he bounced from soldier to soldier, his cartoonish appearance doing little to decrease his effectiveness on the field of battle. His small size also made it even harder to hit him than it did most other spiders.

"Ha! Right in the kisser!" Spider-Ham shouted as he punched another of Karn's soldiers square in the face before then making his way towards another one, who also went down in short order. "Betcha didn't think I'd give you a good licking huh? Didn't think I had the right stuff did ya? Well I sure showed y-"

Spider-Ham was cut off when the alternate Lizard surged forwards towards him. Spider-Ham turned around and let out a squeal of terror right before the Lizard clamped down on his head, taking it right in his jaws. There was a loud, sickening crunching sound before the Lizard then went at the rest of Spider-Ham's carcass, becoming heedless to the rest of the battle as he the predator indulged himself on his first ever helping of pork.

"They're too well organized!" one of the black costume Spider-Men shouted as he kicked back another of Karn's soldiers before adding: "Too many of them and not enough of us…"

"No, it can't end like this! Retreat!" Superior Spider-Man said as what few of his octobots that had not yet been destroyed provided covering fire. "We _can't _lose everything here!"

"Spider-Strange!" American Spider called out as he blocked more bullets with his shield. "We're falling back. We need an evac immediately!"

At this, Spider-Strange shouted out to American Spider as he continued to trade projectiles with the Dark Daemon. "I cannot return you to my Sanctum Sangtorum, for that will prompt Karn and his minions to pursue, robbing of us our last sanctuary. I will have to send us to a different Earth altogether. A random one that Karn's followers will not be able to pinpoint immediately."

"Don't much care at this point." American Spider said before dodging a sword-slash from an alternate version of the Taskmaster and then slamming his shield into his face so hard he cracked his skull mask and knocked him backwards. "...I think most anywhere is better than here at this point."

"Tell all of the remaining spiders to group together." Spider-Strange said as he dodged a hellfire bomb from the Dark Daemon and then retaliated with a magic blast of his own. "...otherwise, I won't be able to teleport all of you to safety."

"Understood." American Spider said with a nod before then ducking under another bullet and shouting out: "Everyone huddle together!"

In the face of American Spider's command, all of the remaining spiders did as they were told, all of them as they did still fighting back the horde of Karn's soldiers and alternate versions of various villains. So much webbing was being shot out in all directions that it left the very ground sticky and difficult for the enemy to traverse, which mercifully slowed their progress considerably.

They still advanced though, and most of the spiders combined their webbing to create one large web-shield that managed to weather the continued barrage of bullets. So many shots hit it that the web-shield began to falter, but as it did, a mystical aura surrounded all of the spiders, and then they vanished.

"Bugger, they got away…" Boomerang muttered as he staggered to his feet.

"It does not matter." Karn's clone said coldly. "There is no where in the multiverse they can hide from me."

_Earth 6765_

No sooner had the energy field dissipated did the Superior Spider-Man shake his head: "That was a complete disaster."

"For once, I think you and I are in agreement." American Spider said, shaking his head as he did. "It was an ambush. They were waiting for us, knew we were coming, and worst of all, they know how to negate our Spider-Sense."

"Now what are we going to do?" asked Ultimate Spider-Man before then pausing and looking around.

"...hey wait a minute: where are the others?"

American Spider and Superior Spider-Man stopped to look around, and saw that besides them and Ultimate Spider-Man, the only others with them were the Six-Armed Spider-Man, Earth 558 Spider-Man, Spider-Man 2099, and Noir Spider-Man.

"...they must have been transported somewhere else." American Spider deduced. "Only question is, where?"

"Well, we can't worry about that right now." The Superior Spider-Man said coldly. "Right now we need to cut our losses, remobilize, and find a more stable and defensible position. We're sitting ducks out in the open like this."

"Agreed." American Spider said, before adding: "But remember who's in charge here Otto."

Superior Spider-Man scoffed. "Don't be so presuming you idealistic fool. It was under _you_ that we got ambushed and thrashed by Karn and his forces. I find myself questioning your effectiveness as a leader in light of that."

"It was an ambush. And none of us could have predicted that they'd find a way of countering our Spider-Sense. You think I'm not upset by the good men we lost back there? Because I am. Right now, we need to stick together." He turned to Spider-Man 2099 and Ultimate Spider-Man. "Miles, Miguel, scout ahead and figure out where we are."

The two Spiders nodded and then exited the warehouse the group of spiders had ended up in. They weren't out for very long before they came back inside.

"You guys will want to see this." Ultimate Spider-Man said, though the tone in his voice suggested they really didn't. Nevertheless, the other spiders exited the warehouse and walked out onto the pier it sat on.

And then they saw what this world's version of New York was like.

Lying there, as a smoldering, demolished ruin, was the Statue of Liberty, and off in the distance, banners displaying the logo of Hydra could very clearly be seen as helicarriers remained positioned above the city at all times. Flames rose from what the spiders realized was the Baxter Building, and the Hydra symbol adorned the front of what was supposed to be Avenger's Tower, a skull with snakes coming out of it in place of the Avenger's "A".

"The maniacs, they blew it up…" Six Armed Spider-Man noted as he stared at the ruined Statue of Liberty in horror.

"Well…" Superior Spider-Man said in both a dry and bitingly acidic tone: "...it would seem our situation has not improved all that much."

_Earth 7853_

"Ugh, my head…" Spectacular Spider-Man said, rubbing it. "Feels like I went on two roller coaster rides at once. I don't think I'm ever going to get used to those teleportations."

"Better than having Karn's spear lodged in your chest." Kaine said matter-of-factly.

Spectacular Spider-Man nodded. "Yeah, there is that. Poor other me…"

"Damn idiot got brought to his knees by some stupid broken glass." Kaine said bitterly. "He was pathetic."

"He was still one of us." the black costumed Spider-Man said angrily. "And he wasn't the only one we lost either."

"A guy with a paper bag over his head and a talking pig...my heart's not exactly bleeding here."

Black costume Spider-Man sighed and shook his head. "Just our luck, we recruited a sociopath."

"Uh, this may be a bad time to point this out, but we seem a few Spider-Men short." Black Cat said, getting the attention of the other spiders, who all looked around and indeed saw far fewer spiders than they wanted. Besides himself, Black Cat, and Kaine, 763 Spider-Man saw only five others: Azure Spider, one of the two black costumed Spider-Men, the Bruce Banner Spider-Man, the Spectacular Spider-Man, and the armored SHIELD agent with the jetpack that they'd only just recruited.

"Where the hell are the others?" Azure Spider wondered aloud.

"They must have been transported to other realities…" Bruce Banner Spider-Man observed as he looked around. "...or at least that's my best guess."

"So now we're separated too." Kaine observed bitterly before adding sarcastically: "Perfect. At this rate we might as well get around to deciding what we want our tombstones to say."

"It's not over yet." 763 Spider-Man said before turning to face Bruce Banner Spider-Man: "Can you make another gamma radiation solution?"

"With the right materials, yes, but I don't think they're present here…"

"Where _is _here anyway?" Black Cat wondered aloud as she looked around. "Looks really...clean."

Indeed, the world facing the group was a metropolis that's buildings were equal parts sterling silver and immaculate white. Cars flew by the skyline, and the pedestrians that walked about on the streets the roof the spiders were on overlooked looked perfectly content.

"You are in _my _world." came a voice that echoed and sounded quite severe, but also familiar. Looking up, the small group of spiders (and Black Cat) saw a figure that's little bit of Spider-Man's mask (along with his familiar build and voice) gave him away as the Spider of this world.

However, his overall look was vastly different. It was almost entirely white save for the arms, upper chest, and head, which were all a dark royal blue and upon closer inspection featured in them white designs and what looked almost like small stars in the night sky. His eyes were white, monochromatic, and glowing with cosmic power, and his hands were consumed in bright light as well. Just by looking at him, the group could tell he was powerful and meant business.

"State your business immediately." the Spider-Man said as he descended fully. "Or there will be...trouble."

763 Spider-Man held up his hands. "Easy other me, we're not here to fight or cause trouble. I'm you from another world, and me and my friends are on the run from a force out for our heads…"

"Ah. So then the crisis has finally come to my world…"

"Wait, wait: you know?"

The other Spider-Man nodded. "Of course I know. My powers are such that I am aware of events beyond my native reality. I could not directly interfere though because, like another version of myself with my powers, one who has already fallen in battle, if I were ever to leave here I would lose the immense power I possess. The power of Captain Universe."

"Nice name." Spectacular Spider-Man admitted.

"So...you're basically me on steroids?" 763 Spider-Man questioned.

"More than that. I am among the very most powerful versions of you in the entire multiverse, rivaled only by other versions of me who have the Uni-Power and also the one who has the powers of Sorcerer Supreme. And in light of the recent passing of one such other Captain Universe Spider-Man I am now one of an even smaller minority."

"So, just to ask the obvious: while we're here, we're safe from the Inheritors right?"

"Not as much as you'd like. Should the Inheritors attack this place, I will surely fall as readily as the other Captain Universe Spider-Man who died. If only one Inheritor laid siege to this place, I could probably lay them low, but do not count on me for total, unceasing protection. This war must be won, not waited out."

"We already knew that much." the black costume Spider-Man said before asking: "But you can still help us, right?"

Captain Universe Spider-Man nodded. "I will do what I can. Remember though that my powers are restricted to this world. I cannot leave here _and_ retain the Uni-Power. But I can do my best to protect you all while you're here."

"Well…" 763 Spider-Man said, smiling behind his mask. "...it looks like our fortunes just improved quite a bit."

_Earth 53610_

"Is everyone alright?" Spider-Strange asked as he and the other spiders got their bearings once more.

"Yeah, we're fine." Gwen Stacy Spider-Woman said before looking around and adding: "...those of us that are here anyway."

"Where are all the others?" Scarlet Spider wondered aloud.

"Damn. Teleportation spell must have gone wrong. The others have been sent to different Earths altogether." Spider-Strange shook his head. "A rookie mistake...or tampering. Thought I felt the Dark Daemon's foul spellcraft trying to counter with my spell…"

"So what now?" Scarlet Spider asked. "What about the others?"

"On their own for right now I'm afraid. Pinpointing their exact position in the multiverse will take time. And we also need to figure out where exactly _we _are."

"Doesn't look too bad honestly…" Scarlet Spider said, looking out at the town in front of them as they did. "Looks like a normal, unassuming Forest Hill Queens."

"Well, looks can be deceiving." Silk said. "I agree with the sorcerer. We should remain cautious."

"...there is a bit of good news though." Spider-Strange said. "I'm sensing the presence of this world's spider-totem very close by. It shouldn't take too much on our part to find them."

"Wonder who it will be?" the Spider-Man married to Silk said.

-X-

Spider-Girl smiled behind her mask as she stood over the defeated and battered Jack O'Lantern triumphant. Jason Macendale had been the last name on her hit-list, and now he was down for the count and ready for a cell on Ryker's Island alongside the likes of Shocker, Vulture, and Kraven the Hunter.

Spider-Girl kept up her smile as she swung off and back towards her Forest Hill home, the usual thrill and rush of adrenaline accompanying her all the way as long, dark hair trailed behind her. Her mask only covered her face, leaving her hair and forehead exposed. Spider-Girl wasn't concerned about this, since it wasn't like any street tough with a gun was ever going to shoot her. Not with her agility.

_And if one of them ever did, I doubt a thin line of cloth would do much in the way of protection. _Spider-Girl thought as she continued to swing back into Forest Hill. Ducking behind one building, she changed out of costume and back into her street clothes. Then, she emerged from the building and walked the rest of her way to her house. Now, she was not Spider-Girl. She was Rachel Kislanski, the charming girl next door who no one knew was really a superhero, and who was about to be facing down her greatest battle yet.

**Author's Note: Well, that certainly turned out a LOT longer than I thought it would. And along with the extra length, there's A TON of trivia this time around, so let's get started…**

**Here's the thing with my Spider-Verse tie-in: there are multiple versions of different alternate Spider-Men. To explain this statement, let me mention the Spider-Man Unlimited video game that is itself a tie-in to Spider-Verse same as my story. The Spider-Man 2099 of that story is not the same as the one in Spider-Verse or the 2099 comic books. Similarly, there are other versions of Spider-Man 2099 out there, not just the "main" one from Earth 928. Similarly, there are multiple versions of other alternate Spider-Men in the multiverse, such as multiple versions of Miles Morales, multiple versions of Noir Spider-Man, and so forth. Ergo, the Miles Morales, Noir Spider-Man, and others that you see here are not the "main" versions. The Spider-Man 2099 is not the Earth 928 version, the Miles Morales Spider-Man is not the 1610 version, etc. Just wanted to clarify that. All of the Spiders you see here are from Marvel Earths that don't officially exist...yet.**

**As for the Spiders themselves, Spider-Man 2099, Miles Morales, and Noir Spider-Man are three of the more well known and I already gave some info on Silk. For the others, read on:**

**Gwen Stacy Spider-Woman is a breakout character introduced for Spider-Verse and now quite beloved. Her world's Matt Murdock is indeed a stooge for the Kingpin, and thus my alternate version of Gwen Stacy Spider-Woman has Daredevil as part of his rogue's gallery.**

**Ben Reilly being still alive and still being a Spider-Man was also a concept introduced in Spider-Verse, and this is just an alternate version of that Ben Reilly (who is from Earth 94).**

**Bruce Banner Spider-Man first appeared in Marvel Bullet Points, with the one here being an alternate version of him. In the actual Bullet Points story, Peter Parker did indeed become the Hulk, only to be killed by Galactus. However, his death did inspire the Silver Surfer to turn on the big G. Tragically, Banner Spider-Man was killed early in Spider-Verse. But hey, at least this alternate version of him is still alive.**

**The Six Armed Spider-Man is another casualty of the actual Spider-Verse event. The one here is an alternate version of him with the same backstory. More specifically, Six-Armed Spider-Man comes from one of the best What If…? issues ever (in fact my second favorite) where Spider-Man never lost the four extra arms he had for a time in 616. It actually wound up working to his advantage though because it made him better in a fight and got him greater acceptance from the public when they saw how he continued to do good in spite of his now bizarre appearance. In all, one of my very favorite alternate Spider-Men, so I was definitely willing to make an alternate version of him that's still alive.**

**The Earth 7832 Spider-Man is an alternate version of the one from the Spectacular Spider-Man cartoon, who couldn't be used in the actual Spider-Verse due to Sony owning the rights to the show.**

**The Crimson Bands of Cyttorak are an actual ability of Doctor Strange's, and they are used to bind and restrain, as well as serve as a kind of force-field in a pinch. Very nifty power.**

**Karn's soldiers are based off of the Sinister Soldiers from the Spider-Man unlimited game. In fact, I will likely emphasize next chapter that that's who they are.**


	8. Interlude

**Author's Note: Just a little something I decided to include as a fun little interlude before we get to the end of the Spider-Verse tie-in and also the halfway point of the story. Gives a little bit of extra insight into the different Spiders being used in my story. Enjoy!**

**American Spider's notes on his fellow Spiders**

**Spider-Strange**

Real Name: Peter Parker

Earth of origin: 53287

Attributes:

§ Master of the Mystic Arts; powerful

§ Well-versed in fields and realms of knowledge I don't pretend to understand in the slightest.

§ No sense of humor

**The Spider Couple**

Real Name: Peter Parker (Spider-Man) and Cindy Moon (Silk)

Earth of origin: 53347

Attributes:

§ Effective duo; marriage clearly enhances their working relationship and fighting proficiency

§ Prefer a strategy of tag-teaming opponents and also using a speed-blitzing battle style.

§ Often sent out together on recovery missions.

**Spider-Man**

Real Name: Peter Parker

Earth of Origin: 761

Attributes:

§ Older Spider-Man than most, with many years of experience under him.

§ Strong-willed and as good as his years would suggest; dependable agent.

§ Married twice over. Has lost more than most of us, and as such prefers to not let others get too close with the exception of his second wife.

§ Fiercely protective of remaining family. Threats directed against relatives (especially wife) elicits violent response.

**The Superior Spider-Man**

Real Name: Otto Octavius

Earth of Origin: 9853

Attributes:

§ Intelligent and resourceful, but also arrogant and condescending.

§ Outfitted with small arsenal of different hi-tech gadgets and weapons, including harness with mechanical spider limbs.

§ Demands respect he doesn't earn; selfish

§ Complete willingness to kill

§ Allegedly declined membership into his version of the Avengers because he saw the team as "fools".

**Noir Spider-Man**

Real Name: Peter Parker

Earth of Origin: 9453

Attributes:

§ Bad temper; requires a cordial tone when speaking to him

§ Willingness to kill

§ Carries a firearm as a result of the above

§ Uncompromising view of world means few if any criminals and evildoers get any sympathy out of him. Possessed of a somewhat extreme and black and white view of the world.

**Spider-Man 2099**

Real Name: Miguel O'Hara

Earth of Origin: 95329

Attributes:

§ Possessed of some powers most of us don't have, such as those claws of his.

§ Hails from a world farther along in it's timeline than most of ours.

§ Cynical and tactless; tends to assume the worst.

**Spider-Woman**

Real Name: Gwendolyne "Gwen" Stacy

Earth of Origin: 94555

Attributes:

§ Young but competent

§ Hunted by the police of her Earth, including her father

§ Highly intelligent and quick-witted

§ Sensitive to criticism

**Spider-Man**

Real Name: Benjamin "Ben" Reilly

Earth of Origin: 93653

Attributes:

§ Clone of his world's Peter Parker

§ Committed to the task at hand; reliable

§ More reserved than most of us. At times seems almost withdrawn

§ Seems to have inherited his Peter Parker's intellect and fighting ability in addition to his powers, moral compass, and memories. In the case of the latter he has become quite adept at separating his own experiences from Peter's.

**Spider-Man**

Real Name: Robert Bruce Banner

Earth of Origin: 96653

Attributes:

§ Became his world's Spider-Man instead of Peter Parker, who became the Hulk.

§ Fairly new to the superhero life. Insecure.

§ Expert in Gamma radiation and other fields of science; recommend having him as a consultant for different possible strategies for stopping the Inheritors.

**Six-Armed Spider-Man**

Real Name: Peter Parker

Earth of Origin: 96553

Attributes:

§ Four extra arms that he never lost due to the premature death of his world's Michael Morbius, the only person who could have cured him.

§ Mutation has actually improved his life according to him; he has greater acceptance from his world's public due to their admiring how he keeps fighting in spite of his now bizarre appearance.

§ Deeply committed to the life of a superhero, even moreso than most of us. Optimistic and strong-willed, as well as a skilled fighter thanks to his extra arms. One of our best.

**Ultimate Spider-Man**

Real Name: Miles Morales

Earth of Origin: 95753

Attributes:

§ Fairly new to the game; replaced his world's Peter Parker after the latter's death.

§ Possesses some powers most other Spider-Men do not, such as nerve-toxin stingers and temporary invisibility. Reluctant to use the former in combat and has little control over the latter as of yet.

§ Friendly and eager to please and impress; compassionate.

**Spider-Man:**

Real Name: Peter Parker

Earth of Origin: 953376

Attributes:

§ Pushover; easily controlled by his emotions due to being overly angsty.

§ Allegedly comes from a world where his Mary Jane had a clone with Hydro Man's powers and is tirelessly searching for the genuine article.

§ Obsessed with dimensional portals

§ Afraid of broken glass

**Kumo (Ninja Spider-Man)**

Real Name: Unknown (Refuses to divulge it)

Earth of Origin: 4553

Attributes:

§ Quiet and anti-social; not good for conversation

§ Willingness to indulge in (and indeed quiet proficient at) killing

§ Skilled hand-to-hand fighter and melee weapon wielder

**Bombastic Bag Man**

Real Name: Peter Parker

Earth of Origin: 9933

Attributes:

§ Recently freed himself of the Venom Symbiote; without a spare Spider-Man costume at the moment.

§ Removed "Kick Me" sticky-note on his back that he claims was placed there by his Johnny Storm.

§ Bemoaning his current situation.

**Spectacular Spider-Ham**

Real Name: Peter Porker

Earth of Origin: 1153

Attributes:

§ Impulsive and reckless; recommend he be partnered with more level-headed Spider.

§ Bizarre sight to be sure; dislikes attention being called to him on this front (do not bring up in conversation).

§ Low self-esteem

**Spider-Man**

Real Name: Peter Parker

Earth of Origin: 558

Attributes:

§ Married to his world's Gwen Stacy; came out of retirement only fairly recently to combat threat to his world.

§ Less experienced than most of us but still competent

§ Strong ties to Captain America but no formal team affiliation. According to him, there are no Avengers on his Earth.

**Spectacular Spider-Man/Young Spider-Man**

Real Name: Peter Parker

Earth of Origin: 7832

Attributes:

§ Young and relatively inexperienced but learning fast

§ Upbeat and easygoing; good sense of humor and capacity for levity even in the thick of action.

§ Still in High School

§ Easily distracted; unable to effectively set priorities and stick with them.

**Spider-Man**

Real Name: Peter Parker

Earth of Origin: 763

Attributes:

§ Hails from a world with more than one Spider-Totem, itself a rarity.

§ Experienced and skilled; highly adept close quarters fighter. According to him he is working with Shang-Chi on refining his Spider-Sense so as to be able to predict his opponent's moves before they make them.

§ Sardonic sense of humor; enjoys rhetoric of criticism and objection. Also very free with his opinions and not afraid to judge others.

§ Fiercely protective of his world's Black Cat, with whom he is romantically involved.

**Scarlet Spider**

Real Name: Benjamin "Ben" Reilly

Earth of Origin: 763

Attributes:

§ Clone of his world's Spider-Man

§ More reserved and calm than his counterpart, but still possessed of a dry and matter-of-fact sense of humor.

§ Casual and laid-back; not likely to get emotionally worked up.

**Kaine**

Real Name: N/a

Earth of Origin: 763

Attributes:

§ Clone of his world's Spider-Man

§ Anti-social and violent; possibly a sociopath

§ Brutal and to-the-point fighting style. Favors results over aesthetics (and restraint).

§ Loose cannon; recommend careful monitoring

**Spider-Woman**

Real Name: Jessica Drew

Earth of Origin: 763

Attributes:

§ Possess powers most Spider-Men do not, including flight and high voltage "Venom" blasts.

§ Competent and intelligent, with many years of experience

§ Knows how to follow orders, but only from people she respects (luckily, that seems to include me).

§ Sensual and highly attractive; this in conjunction with pheromones causes most men to become deeply infatuated with her. She seems to lament this.

§ Lacks tact; enjoys finding fault in others.

**Ezekiel**

Real Name: Ezekiel Sims

Earth of Origin: 763

Attributes:

§ The spider before his world's Spider-Man. Old but spry.

§ Cynical

§ Unused to risking his life for the well-being of others; potential problem in combat scenarios.

§ Largely humorless, with the exception of his fondness for occasional light mockery of others.

**Azure Spider**

Real Name: Michael (No given last name)

Earth of Origin: 765

Attributes:

§ Emotionally distant; growing up in dystopian future without parents has left him scarred and with difficulties in getting close to others.

§ Carries wide range of offensive gadgets and weaponry; willing to kill.

§ Hardened to death and destruction; likely in need of treatment for PTSD.

§ Poor temper; does not respond to orders and commands well.


	9. Spider-Verse Part III: Spiders United

Chapter 8: Spider-Verse Part III: Spiders United

_Earth 6765_

"Holy crap...looks just like my New York after Static Day…" 558 Spider-Man said as the group of spiders looked out at a New York brought to it's knees by Hydra.

"Everyone stay close and follow my lead." American Spider said. "I've been fighting Hydra from the very beginning, and this one seems to be little different from mine. That means I know how they think."

"And what of their hardware? What if it's more advanced and sophisticated than the Hydra of your Earth's, what then?"

American Spider turned to Superior Spider-Man: "There's only one way to find that out. And either way we can't just stay here. We need to find a way off this Earth, and staying in this warehouse doing nothing isn't it."

"So we charge right into a warzone?" Superior Spider-Man asked incredulously.

"You can still fight can't you?" Noir Spider-Man said, interceding. "We're fighters, all of us. It's what we do. Why run now?"

"Noir Spider-Man's right. While I don't condone us having _no _plan, that doesn't mean we're not going to stand and fight this. And while we're at it we'll see if we can't find anyone else who can stand by us."

Superior Spider-Man shook his head but said nothing further. Tempting as it was for him to keep arguing, he was still more self-aware than the others would give him credit for. And he knew that at the moment American Spider was the one in good standing with the others and not him. So it was that he would have to relent, and allow American Spider to keep leading, even if it was right towards disaster as far as Superior Spider-Man was concerned. So it was that the group of spiders made their way out of the warehouse once again and off into the Hydra-besieged New York. As they ran past the ruined Statue of Liberty, Six-Armed Spider-Man turned to it and said: "Don't worry Lady Liberty; we'll give these Hydra clowns one for you."

_Earth 7853_

With their now having a reprieve from the battles with Karn's clone and his forces, the spiders stuck on Earth 7853 took the opportunity to relax a bit, and for location chose the headquarters of Captain Universe Spider-Man, which, 763 Spider-Man noted, was exactly where the _Daily Bugle _was in _his _reality.

"Remodeled this old place into my base of operations." Captain Universe Spider-Man explained as he led the other spiders inside and showed them around. "After old Jameson died and the newspaper business continued to go down the toilet they let go of it. I took control of it after that. Most of the people who worked here still do though, just doing...different things."

"Like?"

"Well, mostly they help alert me to disturbances happening nearby. My cosmic-enhanced spider-sense is powerful to be sure, but I'm not omniscient. And at times such as this when I'm keeping on the alert regarding something else it pays to have additional information."

No sooner did Captain Universe Spider-Man say this did a woman walk up to him, a woman that 763 Spider-Man realized was the Betty Brant of this world.

"Captain, there's a disturbance in Central Park."

"Thank you Betty." Captain Universe Spider-Man said with a nod before turning to the other spiders: "I can handle it if you want. There's no need for any of you to do it if you don't want to."

"Nah, I could use the exercise." Spectacular Spider-Man said.

"Alright then." he turned to Betty Brant. "Any idea on what we're up against exactly?"

"Reports suggest members of the Brotherhood, Captain."

"The Brotherhood?" Captain Universe Spider-Man sighed and shook his head. "Those fools never learn do they? Even after I defeated their leader Magneto they still run around giving their own race a bad name…" he turned back to the spiders. "Threat's less dangerous than I thought. The Brotherhood's lost most of it's teeth at this point. I think you all can handle it without me if you want."

"Well, I'll take you up on that." Spectacular Spider-Man said.

"I think I'll stay here and work on a new gamma radiation solution…" Bruce Banner Spider-Man said, some awkwardness and guilt present in his tone.

"I'll go." Black Cat said, smiling. "What do you want to do Spider?"

"I guess I can tag along too." 763 Spider-Man said.

"I'll come with you." the black costumed Spider-Man said. "I think four should be enough."

Captain Universe Spider-Man nodded. "Agreed. Not many members of the Brotherhood left at this point. I think the four of you should be able to do it."

"Then let's move out."

As the group left the building and swung off, Bruce Banner Spider-Man turned to Captain Universe Spider-Man: "In order to recreate my gamma radiation solution, I'll need a lab and...a few materials."

"Just tell me what you need, and I'll get it for you. Heck, I could probably conjure some things out of thin air. I can...transmute matter, to an extent. Lately I've been working on improving the power. I'm hoping that one day I'll be strong enough to transmute any element I want into any other element." Then, he smiled. "Maybe even create a few new ones while I'm at it."

Bruce Banner Spider-Man said nothing at first, and Captain Universe Spider-Man said: "There's not much else to do around here these days. I'm so powerful that not too many different supervillains can really challenge me anymore, and I've already beaten the ones who could, either alone or with others. So experimenting with my powers tends to be how I pass the time nowadays."

"Sounds like something out of a science fiction book, but considering my own backstory who am I to judge? Anyway, I need a specific kind of chemical mixer..."

_Earth 53610_

Hidden away from the rest of New York was the lair of the Green Goblin. It was a small, dark, and quiet place, a place filled with weapons and devices and meant as a place where the Green Goblin could retreat and recuperate when needed.

He stared down at the sinister green colored helmet in his hands. The face of this helmet, the manic grin with sharp fangs, the bulging yellow eyes, it was his true face. It was the face that all in New York feared, the face that kept people up at night, and one that haunted the darkest parts of their mind just as it did his own.

And it haunted one person in particular. His arch-enemy, Spider-Girl. She had been the single biggest thorn in his side ever since he first appeared. And despite his best efforts she simply could not stay dead.

"And to think, I offered the ungrateful little brat friendship. And she rejected it. That simply won't do."

"You. Goblin."

The Green Goblin turned about and saw Karn's clone staring him down.

"How did you get in here!?" the Green Goblin demanded before adding: "No matter. I'll just show you the door, and mount your head on my wall while I'm at it!"

But before the Green Goblin could do either of these things Karn's clone surged forwards and with a single blow sent the Green Goblin flying backwards and smashing into a wall full of various weapons, knocking them all to the ground.

"Down, dog. I seek not your death. Rather, your loyalty."

The Green Goblin cackled defiantly. "The Green Goblin is beholden to no man!"

"You'll want to take this offer. If you do, then you will at last be able to rid yourself of your arch-nemesis."

"You mean Spider-Girl?"

Karn's clone nodded. "Yes. Join me and she will die, along with all others like her."

Green Goblin raised an eyebrow. "Others?"

-X-

"I have to admit, I don't fancy our odds against Karn's clone the next time we run into him." Silk said as the spiders put some distance between themselves and the Forest Hill Queens neighborhood that Spider-Strange said this world's spider-totem resided in. Until such time as they were ready to recruit him or her they wanted to keep out of sight. In the meantime, they made camp in the woods overlooking the neighborhood.

"...now that even our spider-senses don't work we're at a serious disadvantage."

"I'm still wondering how he was able to do it in the first place. You don't just negate the spider-sense. That takes someone who's known us long enough to find some way of countering it. And even with that knowledge concocting something to do that is no small feat either. My money's on Doctor Octopus. _A _Doctor Octopus anyway."

"I'm more curious as to how exactly Karn's doing it." the Ben Reilly Spider-Man noted. "If we figure that out we may be able to find a way of overcoming it."

"By the time we do that, Karn's clone will already be on top of us again." Silk pointed out before turning to Spider-Strange: "It's only a matter of time before he and his forces come here. If we're going to recruit this world's spider-totem, we should do it sooner, not later."

"Agreed." Spider-Strange nodded before turning to Silk's husband. "You're with me. Let's not hit whoever the spider here is with all of us at once."

The Spider-Man married to Silk nodded. As this was happening, Scarlet Spider made his way over to Spider-Woman as she looked over her shredded glider wing. The superheroine let out a deep sigh as she looked at it.

"Sorry about your wing." Scarlet Spider said before adding: "Maybe Spider-Strange can fix it."

"If he ever gets around to it." Spider-Woman said before shaking her head. "Until he does I'm grounded. Flight without proper steering is useless. Still, I suppose that in view of what happened to some of the others I should be counting myself lucky the wing was _all_ I lost…" she trailed off for a moment before turning to face Scarlet Spider: "...thank you, by the way. For saving my life I mean."

Scarlet Spider smiled behind his mask. He was tempted to remind her of the coldness she'd shown him earlier, but he knew better and said instead: "You're welcome. And thanks for returning the favor. I'd have probably been a spider-kebab if you hadn't been there to blast Karn's clone with those...what _are _those green beams of energy supposed to be anyway?"

"Venom blasts." Spider-Woman explained before adding: "I may be called Spider-Woman but my powers are very different from my male counterpart's. In fact, now that I think about it the two of us have almost no powers in common at all. But I actually kind of prefer that. I'm not just some female knock-off to him. I'm my own woman, capable of standing on my own merits."

"I can respect that." Scarlet Spider admitted with a nod before adding: "As you can see, I'm not quite like that. I can stand on my own, but...let's just say there wouldn't be a Scarlet Spider without Spider-Man. So I do admire you, for being able to have your own legacy all to yourself."

"...there's no need for you to be self-deprecating. You're a good man."

"Thanks." There was a pause before Scarlet Spider added: "My name's Ben by the way. My real name I mean."

"Jessica."

"That's a nice name."

Spider-Woman nodded, and then privately sighed. She hoped her pheromones weren't at work again. She never could seem to control that power of hers, and it always made her question just how much friendliness any man showed her was genuine or just because of the lustful attraction her pheromones inspired.

Elsewhere, some of the other spiders also conversed, in particular Ben Reilly Spider-Man and Gwen Stacy Spider-Woman.

"So you got your powers not that long ago, correct?"

Gwen Stacy Spider-Woman nodded before saying: "Yeah, that's true. I'm still pretty green. I think I'm getting the hang of the superhero thing pretty fast though. I've sort of had to. The bad guys don't just wait for you to be ready after all."

"I know that." Ben Reilly Spider-Man said with a nod. "I've been fighting ever since I first came out of the cloning vat. I'm just glad it's actually yielded it's own rewards."

"Like?"

"Well, I've gotten acceptance where I'm from. That always eluded Peter when he was Spider-Man...and I may or may not be starting up a new business."

"Business?"

Ben smiled behind his mask. "Hey, I have to do something when I'm not swinging around in the red and blues. And while I could probably watch episodes of _Sherlock _all day and never get bored, I figured I still needed to pay the bills as well."

"Okay, point taken." Gwen Stacy Spider-Woman said before adding: "...I'm not exactly accepted where I'm from. In fact the police are hunting me. They think I'm a murderer."

"Oh. Who do you think they killed?"

"My world's Peter." Gwen explained. "He became a lizard monster and then died fighting me. But I didn't kill him! I swear..."

"Calm down, I believe you. But no one on your Earth did."

Gwen shook her head. "No, no one. Not even my father."

"Does he...?"

Gwen nodded. "Yes, he knows. It's...it's been an awkward, unpleasant experience."

"I'd imagine."

_Earth 6765_

Upon entering New York itself, the group of Spiders could see plainly just how bad the situation truly was: fires raged, buildings had been smashed or blown out, cars overturned, people lay dead or dying in the streets, and rows upon rows of Hydra soldiers were marching up and down every street, which prompted most anyone in the vicinity to turn tail.

"What happened to allow Hydra to succeed like this?" American Spider wondered aloud as the group of spiders continued to move through New York. Eventually, they saw a group of Hydra soldiers run into a nearby building. Gunshots rang out and dying screams could be heard. Then, the Hydra soldiers dragged out a young man and woman. The man got a rifle butt right to his face, which drew blood and knocked him out. The woman got a handgun aimed at her head.

But before the Hydra agent could fire, American Spider hurled his shield with such force he not only downed the Hydra agent but sent him flying backwards. The other nearby Hydra agents looked up just in time to see a red, white, and blue blur leap down towards them and then lay into them with the full force of his martial arts mastery.

Seeing the commotion, other Hydra agents ran in to join the fray, but these ones soon came under assault from Ultimate Spider-Man, Spider-Man 2099, and Noir Spider-Man, the latter of whom also being content to just shoot the Hydra agents with his gun until he saw that their kevlar armor stopped his 30s handgun shots. Undeterred, Noir Spider-Man entered into melee combat and helped his fellows beat up the last of the Hydra agents. As the last one fell, American Spider walked over to the woman.

"It's alright miss. We're here to help."

"You...you look like Captain America…"

"That's because I'm a sort of one miss. _And_ also a Spider-Man."

"S-spider-Man?" the woman asked, and her tone became one of greater fear. As did her demeanor.

"Well, it looks like we're as unpopular here as we are in our native worlds." Spider-Man 2099 noted cynically as he looked around for any more Hydra agents.

"Superior Spider-Man, can you piggyback any of Hydra's comm signals?" American Spider asked.

Superior Spider-Man nodded before placing a clawed finger to the side of his mask. "Tuning the radio inside my mask right now. Scanning...well, this is interesting. It seems that there's to be some grand execution event in Times Square. A 'Baron Strucker' is leading it."

American Spider frowned behind his mask. "I've fought _him_ plenty of times before too. And ordering a mass execution is exactly what my world's Strucker would do. We need to move out now."

"The place will be crawling with Hydra agents…"

"A small number of us just beat over a dozen of them right here. I think we can handle a few dozen more. And I'm not letting Strucker shed any more blood."

Superior Spider-Man sighed. "This is no time to play the righteous crusader. We need to look at the big picture…"

It was then that Ultimate Spider-Man spoke up: "I agree with American Spider. We're not leaving here anytime soon anyway. We might as well do what we can to help out. I say we stop the execution."

American Spider nodded. "Good to see I have at least one supporter."

"Make it two." Six-Armed Spider-Man said, stepping forward.

"Three." 558 Spider-Man added, with Noir Spider-Man soon chiming in as supporter number four. At this, Superior Spider-Man sighed. "Alright fine. But if we're going to throw away our lives, let's at least do it with _some _strategy. I have a plan…"

_Earth 7853_

"Free Magneto!" the leader of the Brotherhood radicals shouted as he raised a fist into the air. "Free Magneto and end human oppression!"

As the lead radical shouted this, a small group of Mutants took to causing destruction wherever they could and clashing with the police forces that came out to meet them. Jets of fire from Pyro that were then morphed into giant burning claws slammed into the police and their vehicles both, lighting them ablaze and prompting the police forces to fall back. As this happened, the Toad leaped over one police car and right at one of the fleeing cops, kicking him to the ground and then hammering his fists down on the man's helmeted head, all the while giggling and cackling with sadistic glee.

At least until he saw who was coming his way.

"Back away gruesome. Cops are your friends, not a kiddie-ride."

As Spectacular Spider-Man said this, he fired out some webbing to force Toad to fall back. Spectacular Spider-Man was soon on him though and began engaging the Toad up close and personal, dodging when needed to evade the globs of green that he spat out of his mouth.

"Okay, that's got to be the absolute most disgusting thing I've ever dodged…"

Meanwhile, Black Cat and the two other Spider-Men dropped down to confront the ringleader of the Brotherhood radicals, who 763 Spider-Man spoke to directly: "Look pal, I can appreciate the First Amendment as much as the next guy, but when you start setting things on fire, it's time to tear the soap box down."

"Human oppressors! Pawns of the xenophobic regime!" The man turned to Pyro. "Cleanse them with your holy fire brother John!"

Nodding, Pyro turned to face the spiders and unleashed jets of flame in their direction. Black Cat and the two Spider-Men avoided it, with 763 Spider-Man then going after Pyro directly and firing webbing right at him. Pyro created a shield of fire that burned the webbing as it impacted, and 763 Spider-Man dived to one side to avoid Pyro's retaliatory attacks.

"Brother Victor, Sister Yuriko, vivisect the oppressors!"

At this, two figures that Black Cat and 761 Spider-Man identified as alternate versions of Sabertooth and Lady Deathstrike burst forth, claws extended. Lady Deathstrike darted towards 761 Spider-Man while Sabertooth all but pounced on Black Cat. Both heroes managed to move out of the way in time, with them each then engaging the villain that struck first. Sabertooth tried to slash at Black Cat's head, but she avoided him easily.

"That's not going to do it." Black Cat said as she avoided another claw swipe from the villain, who snarled before going at her again. And once more, Black Cat avoided him.

"I thought you were supposed to be _fast_ Sabertooth." Black Cat taunted. "But at this rate I could avoid you wearing my old catsuit."

761 Spider-Man found himself similarly at ease dodging the attacks of his opponent, ducking, side-stepping, and back-stepping when needed to keep Lady Deathstrike's claws from tearing into him. He didn't even do this for very long before deciding to do to Deathstrike a little something not totally unlike what he'd once done to his Wolverine…

Back-stepping to avoid the next attack of Lady Deathstrike's claws, 761 Spider-Man followed it up by shooting a web-line that stuck on one end to Deathstrike's right arm and then on the other end a building to her left. 761 Spider-Man then did the opposite with Deathstrike's other arm, before then leaping over Lady Deathstrike's head, shooting out some webbing at her legs, and pulling before then sticking the other ends to a nearby car that 761 Spider-Man had landed on. Lady Deathstrike was now held up by the four web-lines and effectively immobilized.

"Pyro! Free me at once!"

But before Pyro could do this, 763 Spider-Man darted towards him again, which in turn prompted Pyro to strike out with another fire attack that 763 Spider-Man dodged. This in turn left Pyro vulnerable to an attack from behind by 761 Spider-Man, who kicked Pyro forwards and into the path of 763 Spider-Man's red gloved fist, which hit him hard enough to shatter his goggles' lenses and knock him out.

As all this was happening, Black Cat was delivering strikes to Sabertooth when she could, and dodging all of Sabertooth's own attacks when necessary. Incredibly, Black Cat found herself able to parry or dodge all of his attacks successfully, and found her own attacks connecting almost every time instead of being countered. The fact that Sabertooth also seemed to be staggering rather than quickly recovering from every attack was also suspicious.

_Thought this guy was supposed to have a healing factor…_

Sabertooth lunged forwards, but Black Cat dived to one side. Sabertooth tried to grab her leg but Black Cat slashed at his arm. Sabertooth's arm snapped back and he roared in pain as the claws of Black Cat's glove cut right through his costume and skin both. But then, rather than heal, his arm remained cut and bleeding.

"So much for the healing factor, huh?" Black Cat asked with a confident smile.

"The what?" Sabertooth responded, clearly confused. Suppressing her own confusion, Black Cat surged forwards and delivered a karate punch square to Sabertooth's jaw. A few follow up moves of Judo origin were sufficient to finally bring Sabertooth down and get him in a headlock. After that, Black Cat applied just a bit of pressure and Sabertooth was down and out.

"...wow. I actually beat Sabertooth. _Me_, beating Sabertooth...just...wow."

"...and _I _just beat slimey the frog here." Spectacular Spider-Man said before tossing the webbed up and subdued Toad to the ground. Now suddenly alone, the ringleader snarled: "Then I will face you all by myself! As long as _one _member of the Brotherhood stands our cause lives on! You cannot silence our voice!"

"Sure we can." Spectacular Spider-Man said before firing a bit of webbing into the man's mouth to gag him. Eyes lighting up with murderous fury, the man threw off his cloak and hood to reveal the helmet, armor, and "A" logo of Avalanche. Next thing the spiders knew, a seismic wave was being sent out in their direction. All of the spiders scattered to avoid it, and as they did, Avalanche advanced.

He didn't get far though before red tendrils wrapped themselves around his body and pulled him back. A few superhuman punches from the source of the tendrils was all it took to bring Avalanche down. Looking out, Black Cat and the three Spider-Men were surprised to see that it was none other than Carnage standing over the defeated Avalanche.

"_That _should keep you down and out for a while…"

"Great, first the Brotherhood bozos, now Carnage…"

Carnage looked up at Black Cat and the Spider-Men. "Thank you for helping to contain the situation. I came as soon as I heard, but I wasn't as quick as I'd have liked. Had you all not been here, who knows what damage these criminals would have done."

"...did I just hear that right? Because that didn't sound _anything _like Carnage…"

"Who's Carnage? My code-name is Antitoxin."

"Antitoxin?"

Antitoxin nodded. "Yes, because I am exactly that to the criminal element. The brass thought it to be an appropriate codename. I thought it was kind of corny personally, but it's grown on me." Antitoxin held out a red taloned hand, the symbiote retracting to expose his human one.

"Agent Bernard Shaw at your service."

"So...you're _not _Cletus Kassady?"

Antitoxin shook his head. "No. I have no idea who that is."

"But you _are _bonded to the Carnage symbiote?"

"Why do you keep referring to it as that? The symbiote doesn't have a name…"

763 Spider-Man sighed. "It's a long story." he said before looking around. "I guess we're done here, aren't we?" he looked back at Antitoxin. "Can you take it from here?"

Antitoxin nodded. "Yes I can. I'll make sure these criminals are carted away in good time. A pleasure working with you, whoever you are. New York can always do well to have more costumed superheroes such as yourselves." As Antitoxin said this, he gave a salute, and 763 Spider-Man noticed that over his right breast was a large white star akin to the one in the center of Captain America's costume.

"Well...I don't know about you guys, but I think I wanna go back to HQ and see how things are doing there."

"You go on ahead." 761 Spider-Man said to his younger counterpart before adding: "...I'm going for a swing." he turned to 763 Spider-Man. "Want to come?"

763 Spider-Man turned to look at Black Cat, who smiled and nodded. "Sure." 763 Spider-Man said.

"Don't worry, I'll be waiting for you when you get back." Black Cat said teasingly before then kissing 763 Spider-Man on the cheek.

"Okay...little awkward."

Black Cat chuckled. "How old are you again?"

"That's need to know only lady."

"That's okay, I can probably guess." Black Cat said with a smile before adding:"Come on junior, let's leave the older yous to their fun."

And then, Black Cat and Spectacular Spider-Man left the scene via grapple-claw line and webbing respectively, and the 761 and 763 Spider-Men meanwhile swung off in a different direction.

"I take it you and your Black Cat are together?" 761 Spider-Man asked off-handedly as he and his 763 counterpart swung through the tall buildings of this alternate New York.

"Yeah, we are. That's why she's here. She wouldn't let me out of her sight."

"That's quite a loyal lover you've got there."

"Well, I _did _almost die. I don't think she wants to lose me again...to be honest I don't want to lose her either."

"I definitely understand that." 761 Spider-Man said with a nod before adding: "When Karn's Clone first came for me and I saw how powerful he was, I was afraid Felicia would die with me. It was a terrible feeling. Especially after I lost Gwen and Mary Jane…"

"Your Mary Jane died?"

761 Spider-Man nodded. "Yes, shortly after we first got together. Killed by the Scorpion as part of my Harry Osborn's insane revenge scheme against me."

"Wait a minute: on _my _Earth, it was the same thing, only, Mary Jane didn't die and I wasn't in a relationship with her. In fact, it was after Scorpion threatened her that we realized we could never make it work and separated…"

"Ah. So then that would be where our Earth's histories diverged, at least where the two of us are concerned."

"Well, if what you're saying is true, I guess it's a good thing MJ and I didn't stay together. I wouldn't have ever forgiven myself if Scorpion or any of my other enemies had killed her…"

The two continued to swing, as they did passing what they realized was this world's Baxter Building going by the large "4" on the top of it. As they passed it, 761 Spider-Man said: "So...on my Earth, Felicia and I eventually got together. We got married. Are you and your Black Cat…?"

"I don't know." 763 Spider-Man admitted before adding quickly: "I don't know if I'm ready or able to take that next big step…"

"Personally, I think you _should _marry your Black Cat. I know marrying my Black Cat gave me happiness I never thought I'd have again after losing Gwen and Mary Jane…"

"She _has _helped me so much, and I do love her a lot." 763 Spider-Man admitted as he and his 761 counterpart continued to swing through the New York of Earth 7853. "...but there are still a few things we need to work out first."

"Whether or not she can accept Peter Parker?"

"No, no we already covered that."

"Need to keep wearing black?"

At this one 763 Spider-Man struggled hard to suppress a laugh before shaking his head and saying: "No, other things. And not all of it is us specifically. Things are a little...hectic, in my world right now. The mood's not exactly good for a wedding."

"Ah. Dark Avengers?"

"How did y-oh, so it happened on your Earth too huh?"

761 Spider-Man nodded. "Yes. Norman Osborn returned, became the Iron Patriot, and for a while everything had gone to hell…"

"Wait, wait: Norman Osborn came back?"

"On my Earth, yes. Ironically, it was the power-struggle between him and Harry that helped bring about the Dark Avenger's collapse. By the end of it all, both of the Osborns were gone for good. And then after that, well...me and Felicia finally decided to make that next step. To officially spend the rest of our lives together." There was a pause before 761 Spider-Man added: "...she's pregnant now."

"Wow. Congratulations."

"Yeah, let's hope I live long enough to become a father." 761 Spider-Man said as he continued to swing, all the while comfortably outpacing his 763 counterpart, who was left amazed with how despite being a little older than him 761 Spider-Man was no less fast. In fact if anything, his age had made him even better. 763 Spider-Man wondered if he would become better with age too and reasoned that he would, at least for a time. Then it would probably start going in the reverse.

"So...do you think it'll be a boy or a girl?"

"We think it will be a boy, but you never know." 761 Spider-Man smiled behind his mask. "Heh, I still remember our trying to figure out what we were going to call him. Wasn't that a fun discussion."

"What did you choose?"

"Well, Mike didn't work. Walter was the name of Felicia's father, but I didn't think that would work for any son of ours. Victor was a no-no too."

"Why's that?"

"Would you name your son after Doctor Doom?"

"Touche." 763 Spider-Man said with a nod as he and 761 Spider-Man finished their swing and stopped on a nearby rooftop. As they did, they looked out at the majestic, dazzling and sparkling metropolis that was this world's New York.

"Really is a beautiful place." 763 Spider-Man noted.

761 Spider-Man nodded. "Yes, it is. Very beautiful. I only wish the child Felicia and I bring into the world could grow up in a place like this."

"Home as is not too good I take it?" 763 Spider-Man asked.

"Well, it's not abysmal. But it's nothing like this place. I mean, you can't even see any litter on the ground, I haven't heard a single police siren all day, Carnage is a good guy here...it's just nice."

"Sort of makes you wonder what you and me could have done with cosmic powers like our counterpart's huh?"

"To be honest, I don't think I'd want that kind of power. I believe it's too much for any one man, at least any one man like me. When Mary Jane died I was so lost. And I almost murdered the man responsible. And I wanted it to hurt too. I wanted him to suffer, not just die. With that in mind, I don't think I'm cut out for those kinds of powers…"

"I feel for ya, I do." 763 Spider-Man said. "It was the same with me when Gwen died. And then I got the symbiote not long after. I almost _became _Venom. Not exactly a bright spot on _my_ resume."

"So you see; you and me probably aren't the kind of people that can be trusted with absolute power, especially when we know what the saying for it is…"

"Do you think Captain Universe us might go crazy one day?"

"It's possible." 761 Spider-Man admitted before adding: "...although I did ask him about that myself."

"You just asked him?"

"Subtlety's not really my strong suit anymore." 761 Spider-Man admitted before adding: "...and he said he'd taken that into account. He says that if he ever steps out of line certain powerful people from on high will banish him to an alternate reality, and then he'll lose his power."

"Harsh."

"Probably necessary though." 761 Spider-Man pointed out. "A man with that power who lost it could turn this…" 761 Spider-Man pointed to the city. "...from a heaven on Earth into hell. I can understand the desire for precautions…"

"Gentlemen."

The two spiders turned to see Agent Spider fly up to them on his jetpack and then descend.

"Hey Spider-Fett." 763 Spider-Man greeted in a lightly mocking tone.

"Agent Spider." the armored man replied humorlessly before saying: "Captain Universe has detected a disturbance, and he's summoning everyone back."

The two Spider-Men nodded. "Lead the way." 763 Spider-Man said. Agent Spider turned around and took off on his jetpack, and the two Spider-Men followed him via web-lines.

"For whatever it's worth…" 763 Spider-Man said as the two continued their swing. "...I hope you live to see your child."

761 Spider-Man nodded. "Me too. Me too…"

_Earth 53610_

Rachel sighed as she looked at the framed photo of herself and her brother Ari smiling and hugging one another. It had been two years ago, before Rachel had gone to the fateful exhibit that saw her bit by a very special spider. It was on her thirteenth birthday, when her brother had gone out of his way to get Rachel the comic books she wanted the most.

As she continued to look at the photo, and in particular focusing on the smiling face of her lost brother, Rachel's mind flashed back to the fateful night when she had let a shifty looking man run past her…

_"Mom, dad, what's going on?"_

_"Rachel, it's terrible. Someone's taken your brother…"_

_"Who?"_

_"They don't know, but they think they've found the kidnapper's vehicle. It's heading south on fifth avenue."_

_No sooner had she heard this did Rachel wait until she was out of sight and then change into her Spider-Girl costume. As she took to the air on web-lines, she vowed that she'd find her brother. She'd save him from whoever had taken him, and then make the kidnappers pay. That was the promise she made herself that night when she went off swinging after the suspected vehicle..._

"Rachel, can you please take the trash out back?" came the voice of her father, which shook her out of her thoughts and memories of the past.

"Yes dad." Rachel said, before leaving her room and then going off to do as she was told. As she went around to the back of her house and got rid of the trash bag though, an unfamiliar voice from behind got her attention.

"Excuse me."

Rachel turned around and gasped upon seeing what looked like an older man wearing a male version of her Spider-Girl costume.

"...but you wouldn't happen to know where we could find a spider-person around here, would you?"

"Who...who are you?"

"Spider-Man." he said before adding: "...one of them anyway. And I'm pretty sure you're another one...or Spider _Girl_ as it were."

Rachel's heart quickened and her eyes widened. "H-how did you…? You need to leave! If my parents…"

"Rachel, is everything alright?" came the voice of Rachel's mother.

Spider-Man nodded. "Meet me in Central Park." he said, before running off. No sooner was he gone did Rachel go back inside her house, concocted a story to her parents about how she was going to be out for a while, and then made her way out of Queens. After putting some distance between herself and her house, Rachel changed back into her Spider-Girl costume and went to Central Park. When she got there, she attracted quite a bit of attention but saw no sign of the Spider-Man. But then next thing she knew she wasn't in Central Park anymore but instead someplace else, someplace on top of a building.

"What just happened?" Spider-Girl asked as she looked about frantically.

"Calm yourself. I just teleported you to this rooftop so we'd be less likely to be disturbed."

"Who are you?" Spider-Girl demanded as she eyed Spider-Strange warily.

"A friend. Same as me." Came the voice of the Spider-Man from before, who showed up along with Silk and the others.

"What is going on?" Spider-Girl asked. "Why are there suddenly so many other spider-people running around? And none of you asked if you could shamelessly ride off my coattails either."

"We're not from around actually." explained the Scarlet Spider. "We're from different earths and have ended up stuck on yours for the moment. It's a good thing we found you though, because there's something really nasty out for all of our heads, and yours too."

"Why?"

"Because you're a spider-totem."

"A what?"

The conversation was interrupted by the sound of cackling that Spider-Girl for one knew quite well. And indeed, looking up she saw the all-too familiar sight of the Green Goblin flying into view on his glider, only this time he wasn't alone. Flying in with him was another goblin figure, and teleporting into view and dropping down from above were more of Karn's soldiers.

"What the heck?"

"Bad guys. That's all you need to know." Gwen Stacy Spider-Woman said bluntly just as Karn's soldiers all opened fire and the various spiders moved away to avoid their shots. Spider-Strange and the Dark Daemon engaged one another without delay, slinging projectiles back and forth like they usually did. The Dark Daemon also unleashed punishing jets of faltine fire, but Spider-Strange conjured up a sigil to protect himself from the flames. For his part, the Green Goblin of Spider-Girl's world went after her personally.

"I've come back with friends!" the Green Goblin boasted as he hurled a pumpkin bomb in Spider-Girl's direction. Spider-Girl avoided it easily and returned fire with some webbing that the Green Goblin dodged just as easily.

"Ari, stop!" Spider-Girl shouted.

"Ari?"

"He's my brother." Spider-Girl explained wearily before dodging more of the Green Goblin's projectiles.

"Oh."

"It's not his fault." Spider-Girl explained as she dodged more gunfire before kicking two of Karn's soldiers backwards. "He was turned into that against his will. He's sick, and he needs help…"

"Oh please. I've never felt better!" the Green Goblin said with manic glee as he hurled another pumpkin bomb. Once again his attack was avoided.

"Who are these bozos anyway?" Spider-Girl asked as she kicked another of Karn's soldiers back.

"Henchmen for a Multiversal Sinister Six I think." Silk said as she and her husband worked together to take down three more. "There's even more of these idiots helping that Sinister Six fight another army of Spiders right now."

"Wait, there's even _more_ spider people out there?" Spider-Girl asked, her surprise leaving her open to a shot from another solider before Kumo severed his gun with his katana before then kicking him back.

"Keep your head in the game kid." Ben Reilly Spider-Man said as he took down another soldier. "There will be time for 20 Questions later."

Meanwhile, Spider-Strange and the Dark Daemon continued their deadly dance above, spells and mystic fire going back and forth and with each one creating force fields and sigils to block anything and everything that wasn't straight up dodged.

"So where's your new master?" Spider-Strange challenged as he unleashed more Bolts of the Balthakk that the Dark Daemon straight up shrugged off as he continued to bear down on his hated foe.

"Oh don't worry, he'll be along in his own good time. Not that you'll live to see it!"

The Dark Daemon cackled and began hurling more Hellfire Bombs. Spider-Strange avoided these before returning fire. "Karn's clone won't serve you any better than Dormammu did."

"Please! Like you could ever beat _him_ without your old master's help! You're just sore that we can take you by surprise now! That little spider-sense of yours doesn't do you any good anymore!" Again, the Dark Daemon cackled as he and Spider-Strange exchanged projectiles.

"How did he do it?" Spider-Strange demanded. "How did Karn's clone figure out how to counteract our spider-senses?"

Once more, the Dark Daemon cackled. "Like I would tell you? Oh, you must be more desperate than I thought!"

Spider-Strange sighed in frustration. It was true. He _was _desperate. With his men separated and scattered as they were, and with Karn's clone now having an additional edge over them, Spider-Strange found his self-assurance in his own capabilities growing dimmer, even as the Dark Daemon as usual failed to gain any significant ground over him in their fight.

As the magical battle between the two continued though, Spider-Strange realized that if he wasn't in the midst of the battle, then the only other place Karn's clone could be would be…

"No!"

Spider-Strange suddenly lunged for Dark Daemon, a move the fiend was clearly not expecting. He managed to evade Spider-Strange before he could be tackled but Spider-Strange shot out a strand of mystic webbing that latched onto the Dark Daemon before then vanishing with him in tow.

"What just happened?" the married Spider-Man said as he dodged razor bats from the Green Goblin.

"I think our most powerful member just abandoned us." Ezekiel said as he dislocated one soldier's arm and then threw him away.

"No, that's not it. I think we might be getting some reinforcements very soon. All we need to do is hang in."

"Let's hope so." Scarlet Spider said in response to Silk's statement as he and Spider-Woman kept more of Karn's soldiers at bay via impact webbing and venom blasts.

_Earth 6765_

"What do you see?"

Superior Spider-Man looked over the feeds being projected to him via his remaining octobots again before answering: "Your Baron Strucker's there alright. Along with well over three dozen Hydra men. In fact, likely twice that number. Remind me again why we're going to be taking them all on?"

"Because it's the right thing to do." American Spider said simply.

Superior Spider-Man sighed at this but said nothing, recognizing as he did that it would be a useless gesture to do so. Instead, he continued to analyze the scene presented to him by his octobots.

"Well...they're lining the condemned up right now." Superior Spider-Man tapped the side of his head to turn on his communicator. "Is everyone in position?"

All of the other spiders answered "yes" on the communicators Superior Spider-Man had given them. Nodding in approval at this, Superior Spider-Man turned to American Spider: "When Strucker tells his men to raise their weapons, everyone will be attacking at once. Our vision will be blocked along with everyone else's, so I hope you can fight blind."

American Spider nodded. "Absolutely."

"Alright then…" Superior Spider-Man turned back to his feeds to witness the scene in front of him. It was a long line of men and women, easily numbering over a dozen, who judging by the blue of their uniforms and the logo were agents of this world's SHIELD. In front of them and off to the side was Baron von Strucker.

"See before you your protectors, cast down by our force of will and power! See those you trusted with your lives and how they have failed you! And see them now pay the price for their failure! See them die for daring to resist the will of Hydra! This city is ours now, your whole _country_ is ours now! And soon, the whole world will be as well! Let their deaths be the first of many in our conquest!"

But as the Hydra soldiers raised their rifles, it was then that Superior Spider-Man made his move. Taking out a flahbang, Superior Spider-Man hurled it into the waiting crowds of Hydra soldiers just as web-lines from above latched onto the rifles of the Hydra soldiers facing the SHIELD captives and yanked them into the air and out of their wielder's hands. Looking up, these men saw the Six-Armed Spider-Man with multiple web-lines coming out of each and every one of his arms. The Hydra agents had almost no time to register the sight before Six-Armed Spider-Man leaped down and right into the now unarmed Hydra agents, who didn't last long against him.

Superior Spider-Man's flashbang meanwhile, had done it's job as far as disorienting the other Hydra agents went, and he followed it up with another. Many of the Hydra agents fired blindly while the spiders all moved in, each one dropping down and attacking from a different direction. The brightness of the flashbangs forced all of the Spider-Men to close their eyes, but this did little to hinder them when their Spider-Sense served as a guiding hand through the darkness.

"Now I know how Daredevil feels!" Six-Armed Spider-Man noted as he bowled over several more Hydra agents, each swing of multiple arms sending several men flying into the air as all the while he evaded gunfire as it came.

"What is going on!?" Baron Strucker demanded. "Who is responsible for this!?"

His answer was a shield that hit him square in the chest and impacted with such force he was sent backwards and tumbling along the ground. Instinctively taking out his gun, Strucker fired blindly, but his bullets hit nothing. Another shield-throw disarmed him of his firearm, and it was as the flashbangs slowly began to clear that Strucker saw the shield fly back to a red gloved hand.

"No! Impossible! You're dead! I saw you die myself back in 1945…"

But then, as the flashbangs cleared completely, the American Spider stepped forward in full and made his presence known.

"So this world's Captain America fell? Then this next one's for him."

And then, before Strucker even knew what was happening American Spider closed the distance, and a red gloved fist rocketed forwards and smashed into his face, obliterating his monocle and sending blood flying out of his nose as he was sent hurtling through the air before sliding across the ground.

Seeing their leader so soundly trounced caused many of the Hydra agents to turn tail and flee as meanwhile Spider-Man 2099 and Superior Spider-Man destroyed the bindings keeping the SHIELD agents restrained, and then gave them some of the fallen Hydra troop's guns. Once this happened, Times Square erupted into chaos as the Hydra troops that stood their ground traded shots with the liberated SHIELD agents. All the while the different Spider-Men bounced back and forth from Hydra soldier to Hydra soldier, until then out of nowhere came a green colored blur that hit Spider-Man 2099 so hard he knocked him backwards.

The newcomer was dressed in a green uniform that along with the red skull with snakes logo on the shoulder clearly identified him as being of Hydra origin. The blood colored spider logo on the front and the design of the mask however, also suggested…

"So many pretenders, so little time to kill them all." the Hydra Spider-Man said, shaking his head as he did before then zipping after Spider-Man Noir. Noir Spider-Man opened fire on him with his revolver, using up the last of his shots as he did. The Hydra aligned Spider-Man avoided them easily before closing the distance, kicking the gun out of Noir Spider-Man's hand, and then laying into him. Noir Spider-Man tried to stand and fight, but Hydra Spider-Man struck too hard and fast for him, sending him tumbling along the ground before then closing the distance between them again. Noir Spider-Man struck out with his arm, but Hydra Spider-Man grabbed it and struck hard in the shoulder area. Noir Spider-Man screamed in pain before the Hydra aligned Spider-Man turned around and put his counterpart into a headlock.

Before he could snap his neck, American Spider's shield zipped through the air before then going right at Hydra Spider-Man's head. The man in green ducked just in time to avoid it, and Noir Spider-Man fired a mess of webbing right at him. Hydra Spider-Man let go of Noir Spider-Man as he fought to tear the webbing off, but this left him vulnerable to the recoil of American Spider's shield, which struck him in the back and sent him tumbling along. Finally freeing himself from the web net as this happened, the Hydra Spider-Man stood back up as American Spider reclaimed his shield and readied himself.

"I have to say, of all the other spiders I've seen, you disgust me the most."

"Feeling's mutual." the Hydra Spider-Man spat before adding: "...but there's only _one_ Spider, and I'm it!"

The Spider lunged at American Spider, but he avoided his Hydra doppelganger easily and then spun around to meet him in hand-to-hand, trading blows with him at superhuman speed. The Spider shot web bullets at him but American Spider caught those on his shield, before then moving in again. The two sent punches and kicks back and forth for a time, each one dodging or parrying that which the other had to dish out.

American Spider tossed his shield, but this time the Spider was ready and evaded both the initial throw and the return. As American Spider caught his shield he held it out to block more web bullets fired at him by the Spider, before then striking out with his shield and hitting the Spider so hard he knocked him backwards. The Spider got back up quickly and came at his patriotic counterpart once again, this time with a knife drawn. American Spider parried both his knife stabs and also kicks that the other man inserted into his assault. American Spider responded with kicks of his own, before then engaging his counterpart in a grapple. The grapple held for only a moment before both men let go, American Spider then kicking his foe back as he released his grip on him.

The Spider came at him again, launching his fist at American Spider as he did. The hero took the blow on his shield, and then advanced again. Spinning after blocking another knife stab, American Spider turned and brought his shield down on the Spider, who held out his arm to meet it. The Spider grunted as the metal shield impacted his arm, but he pressed on anyway.

"Looks like we found this world's spider-totem." Spider-Man 2099 noted off-handedly as he evaded shots from Hydra grunts that he then downed via either superhuman punches or kicks or alternatively, slashes from his claws.

"Doesn't look like a friendly to me." Six Armed Spider-Man said as he continued to plow through any and all Hydra grunts who dared to come near him.

"Well, I guess they couldn't _all _be heroes." Ultimate Spider-Man noted as he leaped over a spray of machine gun fire before then landing feet-first onto the shooter, which brought him down.

As the fight continued though, a web-like tunnel opened up, something the various spiders all knew could mean only one thing. Sure enough, out of the tunnel came Karn's clone, and several of his soldiers. The latter opened fire on Hydra and SHIELD agents alike, cutting down several before the spiders unleashed webbing on them and turned their attentions to them. Karn's clone meanwhile went straight for the Superior Spider-Man, who managed to move out of the way in time just as Karn's polearm came lunging down. The glowing red top embedded itself in the concrete ground and went right through it, and when Karn's clone pulled it out, a good bit of the ground came out along with it. Karn's clone swung his polearm out in a sweeping arc, but Superior Spider-Man ducked under it and backpedaled on his spider-limbs.

Meanwhile, American Spider broke off his attack on the Spider. "Listen to me: you need to stop."

"Oh, you'd like that wouldn't you?" The Spider said before lunging at American Spider again, who dived to the side to avoid him.

"I'm serious. That man in the helmet's trying to kill us all, and that includes you. He's an enemy to both of us!"

The Spider paused as he seemed to consider this for a moment. Turning to look at Karn's clone, he found himself fleeing when Karn's clone first returned his gaze and then sped at him. The Spider tried to web-swing to safety, but Karn's clone hurled another of his throwing blades at the web-line, severing it and causing the Spider to fall. American Spider hurled his shield at Karn's clone to stop his advance, but Karn's clone deflected it with a strike from his polearm and sent it flying away. The Spider tried to flee, but Karn's clone gave chase, bearing down on him without mercy.

"You want a spider to kill? Try one of _them_ instead!" the Spider shouted before shooting a web-line at Ultimate Spider-Man.

"Hey, what are you doing!?" Ultimate Spider-Man called out in horror as the Spider pulled on his web-line and sent Ultimate Spider-Man flying backwards and towards him. The Spider then grabbed Ultimate Spider-Man and threw him into the path of Karn's clone.

"Nothing personal shrimp, but I like myself too much."

As the Spider said this, Karn's clone lunged at Ultimate Spider-Man polearm extended. Ultimate Spider-Man braced himself for the end, but a shield to the back of Karn's clone's helmet turned his attentions to American Spider.

"You've kept me from my kills for the last time shieldbearer." Karn's clone said before running at American Spider polearm in hand. American Spider braced himself and caught each strike on his shield as it came. As this fight happened though, Spider-Strange appeared with the Dark Daemon still in tow. No sooner did they arrive however did the Dark Daemon free himself and shoot out a punishing blast of green colored fire at Spider-Strange, the jet of flame hitting him so hard he went rocketing down to the ground and leaving a crater where his body impacted. Spider-Strange levitated off the ground after suffering this blow seemingly unfazed, and then turned to the other spiders: "All of you to me! We're leaving this place!"

Nodding, the various Spider-Men all made their way over to Spider-Strange's position, all the while evading more gunfire shot at them by both Hydra agents and Karn's soldiers. The Spider made his way to them as well, but as he closed in on the other's position around Spider-Strange, Superior Spider-Man whacked him with one of his mechanical spider limbs, the force of the blow knocking him back.

"What the hell?"

"Not you. I saw what you did. I'm not trusting a back-stabbing sociopath."

"But wait! I-"

The Spider was cut off when Karn's clone came at him from behind and the Spider dived to avoid him. As he did, the other spiders took that as their moment to at last vanish.

"Damn it all. Cheated out of my feast once again." Karn's clone turned to look at the Spider. "...but I suppose you'll do for an appetizer."

"No wait, stay back! No, **_No!_**"

Karn's clone grasped his polearm tightly and lunged forwards. Mere moments later, his appetite had been sated...for a little while.

_Earth 53610_

When Spider-Strange returned with the other spiders in tow, he was greeted to a rooftop filled with unconscious armored men, and all of the spiders standing over them triumphant.

"Well, that's the last of them, finally. Must have been over a hundred of these guys...:"

"Where's the Green Goblin?" Spider-Strange questioned, not seeing him among the piles of Karn's soldiers.

"Flew off once he realized he was on the losing side." Spider-Girl explained before adding: "...I take it there's more of these guys coming?"

Spider-Strange nodded. "Unfortunately yes. And in fact, they may be here very soon. I need to find the others and bring them here as soon as I can."

"I can see you found some of them already." Gwen Stacy Spider-Woman noted.

"Yes. I'll teleport you all to a new location, but then I need to go. I've finally found where the others are located."

_Earth 7853_

No sooner had the other Spider-Men returned to Captain Universe Spider-Man's headquarters did 763 Spider-Man ask what the problem was.

"My cosmic awareness in conjunction with my spider-sense is acting up. Something's coming our way, and it will be here very soon."

"Then I guess it's clobbering time." 763 Spider-Man said, which prompted all of the others to turn and look at him.

"...okay, I admit that was kind of cheap."

"No need to get _too _alarmed. With my power, I should be able to fend off anything the Inheritors throw at us short of the one who killed my Earth 13 counterpart."

"Let's hope so. If _you_ can't beat them back, then I'm definitely wondering what chance the rest of us have…"

As Spectacular Spider-Man said this, Black Cat turned to 763 Spider-Man and whispered: "Hey Spider, I've been wondering: that one in the blue armor who never takes his helmet off. Who is he anyway? I mean, I sort of understand what the deal is with these other spiders, but who's he supposed to be?"

"Honestly, I don't know." 763 Spider-Man admitted. "I met him when I was in an alternate future of our own earth. And soon to be actual future if we don't keep events from happening in our world that happened in that one."

"And that's if we even live long enough to get back home." Black Cat pointed out.

"Yeah, if." 763 Spider-Man said before adding with a sigh: "So, so many ifs…"

"Well, there is a bit of good news." Bruce Banner Spider-Man said: "I've finally made a new gamma radiation solution. With this, we can put into action our original plan where stopping Karn's clone is concerned."

"Good to know." 761 Spider-Man said before adding: "...but let's focus on what's coming our way right now first."

"About that…" Captain Universe Spider-Man said, his eyes glowing brightly as he levitated. "I sense something coming closer. In fact, it's about here."

"Everyone get ready!" Agent Spider said, drawing his firearms as the other spiders all entered fighting stances. What appeared however, turned out to be Spider-Strange.

"Ah, it's you. I thought I recognized a mystic nature to what was coming."

"There's no time to waste. The others are already gathered on Earth 53610. Karn's clone and his followers will be going there next, which means we all need to go there as well." He turned to Bruce Banner Spider-Man: "Do you still have the gamma radiation solution?"

Bruce Banner Spider-Man nodded. "Made a new one."

"Good, then we move out now."

_Earth 53610_

When the remaining spiders arrived on Earth 53610, they saw the other spiders all gathered and waiting for them. No sooner did they all arrive did Captain Universe Spider-Man remark: "It's as I suspected. I can no longer sense the presence of the Uni-Power as anything but a faint whisper. I'm back to my old self in essence." He raised an arm and shot out a web-line. "...but hopefully, my being out of practice for so long won't condemn me in the end. Only one way to find out I suppose."

"So, do we have everyone assembled?" American Spider asked. Spider-Strange nodded as he used his magic to fix Spider-Woman's shredded glider wing. "Yes. This is everyone. Karn's clone and his forces will probably be here any minute, so we need to be ready for when they arrive."

"Hard to be ready when they can counter our spider-senses…" the Six Armed Spider-Man said.

"I tried to figure out how they could do that, but as always the Dark Daemon was...unhelpful."

"So we just sit here and wait for them to jump on all of us?" Spider-Girl demanded.

"Actually, at this point, yes. That's all we really _can_ do. We can't just keep running. Karn's clone will follow us wherever we try to hide. And even if by some miracle we evaded him there's the rest of his family to consider. We need to stand and fight."

"And we're doing it here? In my home city?"

"Look at it this way." the Superior Spider-Man said: "If you die, at least it's in your own home."

Spider-Girl sighed deeply. "I guess…"

"Way to inspire the rookie." 558 Spider-Man said sarcastically before turning to Spider-Girl and saying: "Relax. It may not look it, but we do have a plan. Most of these guys are either villains we've all fought and defeated before, or the kind of brain-dead mooks that we eat for breakfast. The only real problem is Karn's clone, and if we can weaken him, Spider-Strange can imprison him with his magic."

"How do we weaken him?"

"I have a power-dampener that can null his powers, or else decrease them. And another of our group intends to poison him via gamma radiation. Between the two of us, we can likely weaken him enough."

"I hope so…"

As Bruce Banner Spider-Man heard this, he sighed deeply, which in turn prompted 763 Spider-Man to walk over to him. "You alright?"

Bruce Banner Spider-Man sighed again before saying: "To be honest, I'm getting a bit of, shall we say, stage-fright. So much of this depends on me and my solution. What if it gets destroyed again? What if I fail? I will have let everyone down…"

763 Spider-Man placed a hand on his shoulder encouragingly. "Don't worry. We've all got your back. We'll be helping you the whole way."

Bruce Banner Spider-Man nodded before turning to look out at the other spiders, all gathered together and many of them busy having what might be their last conversations with each-other. "You know, I wasn't able to help my world's Peter Parker. After he became the Hulk, I...I never did manage to cure him. He died against Galactus. I failed him." he turned to look right at 763 Spider-Man. "I don't want to fail again. Now there are so many Peter Parkers in front of me. And I don't want to lose anymore of them."

"Me neither." 763 Spider-Man said before adding: "...especially not yours truly."

Bruce Banner Spider-Man made a soft chuckle at this before saying: "You know...no one's ever expected much out of me. My father despised me, Ross thought I was a weakling, even Betty barely noticed me before I became Spider-Man. And now that I've got so much resting on my shoulders, it feels, well...it's not quite what I expected."

"You'll do the Spider-Man costume proud. I know it."

Bruce Banner Spider-Man nodded. "I sure hope so. If this fails, I won't get a second chance to prove myself."

It was then that one of Superior Spider-Man's remaining octobots suddenly perked up before opening fire in a direction behind the spiders. Sure enough, the lasers fired from the octobot struck several of Karn's soldiers before they could fire their guns, which also prompted all of the spiders to turn to face them. And as they did, they could see clearly a large web tunnel appear, and from it come Karn's clone, dozens upon dozens of his soldiers, and several supervillains.

"I have no interest in prisoners." Karn's clone said coldly. "Slay them all."

New supervillains were present this time around though. Besides the ones from before, there were now four others, one woman and three men.

The woman dressed in a black catsuit with a familiar logo on the belt, as well as equally familiar devices worn over the wrists. A black ops type mask and goggles covered her face though, with only a small red ponytail coming out of the back exposed.

The other three were each a sight as well. One dressed in commando gear of some kind, with bullet straps worn over his breastplate and wrist-mounted machine guns that he activated with a clicking sound. He too wore goggles and a black mask over his face.

The second man dressed similarly to the first, but with a trenchcoat worn over his armor and a fedora worn over his head. He also had not goggles over his eyes but instead one single targeting scope. In his hands he held some kind of cylindrical device that was black and gray in color. And finally, the third man was more monster, resembling an upright, humanoid...ox.

"I'm going to go out on a limb and assume those new faces are an evil Black Widow and some beefed up Enforcers." 763 Spider-Man said, right before the army of villains and soldiers charged, and the spiders in turn rushed forwards to meet them. The forest both parties were in soon became filled with the sounds of intense fighting and battle, and nearby trees were often smashed to splinters or knocked down by the variety of powers, projectiles, and superhuman punches and kicks that were thrown about in every direction.

Most everyone picked a different foe to face. Kumo drew his katana and clashed blades with the alternate Taskmaster. Kaine evaded Boomerang's namesakes before closing the distance and pummeling him. Six Armed Spider-Man engaged his Doctor Octopus, same as before.

Then the alternate Black Widow and Enforcers entered the scene, the group of them going after the 763 spider-totems. The alternate Fancy Dan opened fire with his wrist-mounted machine guns while the alternate Ox knocked down trees in his single-minded pursuit of Scarlet Spider, who did what he could to avoid him. As for Montana, he held out his black and gray cylinder, and out came a glowing purple whip, the whole weapon giving off sparks and flickering, but still very much functional, as demonstrated when a single attack from it severed a tree right in two.

"Great, that Montana's got a light-whip."

"A what?"

"From Star Wars." 763 Spider-Man explained to Black Cat as they both dodged attacks from it.

"I thought they were lightsabers…"

"There's also a light whip." 763 Spider-Man explained before adding after a pause: "It's not in the movies."

Black Cat said nothing, instead just continuing to keep away from Montana's laser-whip, knowing any one hit from it would be beyond even her special catsuit's ability to shrug off.

"What? I'm serious. Light whips are a real thing. Look it up."

"Maybe a little later when we're not fighting for our lives?" Scarlet Spider suggested as he leaped over another charge from Ox and also dodged gunfire from Fancy Dan's wrist-mounted machine guns.

"Touche." 763 Spider-Man said before dodging another strike from Montana's laser whip before closing the distance, ducking under a swing from the laser-whip, and then punching Montana right in his targeting lens. His punch managed to crack it and send Montana flying backwards. Seeing this, Ox let out a roar and charged towards 763 Spider-Man. However, Kaine tackled the brute and began to wrestle with him. This didn't last long before Ox began to overpower Kaine and smash him into a nearby tree so hard he nearly broke it in two.

"Bastard's tougher than he looks." Kaine noted before punching Ox in the jaw, and then doing it several more times before then kicking him off.

"Can still hurt him though."

Meanwhile, as 558 Spider-Man attacked Montana, 763 Spider-Man made his way towards Fancy Dan, who backpedaled and opened fire with his wrist-mounted machine guns. 763 Spider-Man dodged the first spray by swinging into the air, and then dropping down on Fancy Dan. Fancy Dan raised his machine gun into the air and unloaded, but 763 Spider-Man continued to dodge every bullet as he descended, even as he got closer and closer into range. Finally right in front of Fancy Dan, 763 Spider-Man shot webbing into his machine guns to jam them, and then webbed up his arms for good measure. A punch to the face was all it took after that.

"When will they ever learn? No Tracer rounds means I don't get shot. Period."

For her part, Black Cat came under attack from the villainous Black Widow, who wasted no time engaging her in brutal close-quarters martial arts, using a mix of ninjitsu and savate moves to counter Black Cat's karate.

"Is this a joke?" the villainous Black Widow asked contemptuously as she continued to trade blows with Black Cat before adding: "I came here to kill spiders, not a cat."

Black Cat responded by punching Black Widow right in the face, which caused her head to snap back. Black Cat followed this up with a sweeping kick that knocked Black Widow to the ground. She tried to then drive her heel into Black Widow, but she rolled to avoid it.

"From the looks of things, I'm more than you can handle."

Black Widow held out her hands and a stinger popped out of each of her gloves. "Don't flatter yourself." she said coldly before going at Black Cat again. 763 Spider-Man was all set to move in and help her when his spider-sense alerted him to an attack from Scorpion, who he barely managed to avoid. Scorpion went smashing through a fallen tree before then turning around to face 763 Spider-Man, tail extended.

As 763 Spider-Man engaged Scorpion and Black Cat Black Widow, Scarlet Spider and Kaine busied themselves with bringing down Ox, with one dodging while the other attacked and then alternating whenever Ox changed opponents. This continued for a while, before all of the many attacks being sent Ox's way began to stagger him and cause him to flail about. His ever-swinging arms were no less dangerous though.

Elsewhere still other spiders fought tooth and nail against the remainder of Karn's clone's forces. Kumo remained locked in a sword duel with the alternate Taskmaster, and Spider-Strange as always fought against the Dark Daemon, the two's aerial battle taking them high above the forest the others fought in. Also up in the air where Agent Spider and Vulture 2099, the two flying around each-other as Spider-Strange and the Dark Daemon went at it once again.

"How many more times must we do this dance?" Spider-Strange wondered as he continued to fight his arch nemesis.

"Oh, don't worry. Once you die along with the other yous, you won't have to worry about us meeting ever again!"

Back down below, Black Cat continued her fight with Black Widow. The latter managed to grab Black Cat and hurl her over her head. Black Cat went tumbling but then shot out a kick that hit Black Widow hard enough to damage her goggles and send her reeling. Black Cat surged forwards and began getting Black Widow into a Judo grapple. Black Widow managed to break free of this grapple, but Black Cat parried her counterattacks and then responded with more Judo moves. This time, Black Widow wasn't able to fend her off, and after one last takedown move, Black Widow stayed down...or so it seemed. Grabbing a knife, Black Widow tried to slam it into Black Cat's ankle, but the blade didn't go through all the way. Black Cat smiled.

"It's called a durability-enhancing suit honey." And then, with one last kick right to the face Black Cat knocked Black Widow out before smiling.

"Wow. First Sabertooth, now Black Widow. This kitty's on a roll!"

As all of this was happening, Karn's clone was going after different spiders periodically, but all of them knew better than to engage him up close, instead giving him a wide berth. Karn's clone though took notice of Kumo continuing his sword-fight with Taskmaster and surged towards him. Seeing this, Ultimate Spider-Man shouted out a warning: "Kumo, look out!"

The Ninja Spider-Man turned in time to meet Karn's polearm. He knocked it to the side with his katana and then tried to duel Karn's clone outright, but the Inheritor severed the katana blade with one swing from his polearm, which he then drove right into Kumo's chest.

"No!" Ultimate Spider-Man shouted as Kumo fell, swinging to confront Karn's clone. Taskmaster tried to get him from behind but American Spider downed him with a shield throw. As Ultimate Spider-Man dived down to face Karn's clone though, the Inheritor grabbed him by the leg and slammed him down hard into the ground. Ultimate Spider-Man tried to free his leg but it was no use. Extending his own, Karn's clone pressed a foot down hard on one of Ultimate Spider-Man's arms, which caused him to cry out in pain.

"You're a young totem, but you'll do…"

But before Karn's clone could bring his polearm down, Superior Spider-Man had his octobots open fire on Karn's clone from behind. Karn's clone whipped around to the source of the shots and then hurled throwing blades at the Superior Spider-Man. He dodged these projectiles before then going right at Karn's Clone, striking out with one of his robot spider limbs. Karn's clone severed it with another swing from his polearm before then kicking Superior Spider-Man back. He stabbed down with his polearm but Superior Spider-Man's remaining mechanical limbs crossed one another to shield him from the stab. The limbs gave off sparks as the tips of Karn's polearm damaged them and began to eat away at their metal and circuits. Before Karn's clone could finish though, Bruce Banner Spider-Man charged Karn's clone and tackled him, pushing him away from Superior Spider-Man, but prompting Karn's clone to then grab him by the throat with his free hand. He hoisted Bruce Banner Spider-Man aloft, but Superior Spider-Man, Ultimate Spider-Man, and the Spider couple all fired webbing at Karn's other arm to keep him from thrusting with his polearm, all of them tugging with all of their might to keep that arm at bay.

"No matter. I'll simply suck your life force dry instead. You should have known you couldn't take me by your lonesome! You-" But as Karn's clone said this, also siphoning Bruce Banner Spider-Man's life force in the process, he stopped mid-sentence, before then finding himself coughing a bit. When he tried to clear his throat, he just coughed more, until soon he was gagging violently and released his grip on Bruce Banner Spider-Man, who wasted no time putting distance between himself and Karn's clone.

"Hggru-aaackkk-HUAK!"

Karn's clone was now spasming, and fell to his knees, clutching his polearm tightly as he tried to use it to get himself back on his feet again.

"Gamma radiation." Bruce Banner Spider-Man explained. "Guess you Inheritors have a weakness after all."

Eyes lighting up with murderous fury behind his helmet, Karn's clone lunged towards Bruce Banner Spider-Man, but he was already gone by the time the poisoned Karn's clone reached him.

"Now!" Bruce Banner Spider-Man shouted.

Hearing the call, Superior Spider-Man closed the distance between himself and Karn's clone. Karn's clone hurled some throwing blades, but the gamma radiation poisoning his veins threw off his aim and Superior Spider-Man avoided him easily. As he closed the distance between them, he activated his power-dampener. When he did, a bluish colored wave of energy burst forth out of the device as though it had been an electromagnetic pulse. Karn's clone gasped in pain as he collapsed once more. Superior Spider-Man kicked him backwards and Karn's clone went tumbling.

"No power plus poison in your veins makes for a bad combination I'd imagine." Superior Spider-Man observed calmly as he watched Karn's clone spasm and cough violently as he struggled to get up.

"If...if you...think...these _tricks of deceit _you have concocted...will lay me low…"

"Maybe not by themselves, but _this_ probably will." As Bruce Banner Spider-Man said this, he punched Karn's clone right in his helmeted head. Karn's clone struck out with one arm but Bruce Banner Spider-Man ducked under this sloppy attack with little trouble. What followed this was an attack from each of the other spiders in turn, who came to focus all of their efforts on him.

As this happened, Six Armed Spider-Man finally overcame Doctor Octopus, three arms each taking one of his mechanical limbs in hand and pulling with all their might. The two arms came off, and Doctor Octopus cried out in pain before Six Armed Spider-Man kicked him backwards. At the same time, Captain Universe Spider-Man brought down Ultimate Prowler, Ox finally fell under the combined assault of Scarlet Spider and Kaine, and Spider-Woman flew through a whole row of Karn's soldiers before then firing out a venom blast that American Spider deflected with his shield in such a way that it caused the blast to split and go off in different directions, each beam hitting more of Karn's soldiers.

"Karn's clone is weak!" Superior Spider-Man called out. "Everyone attack him at once!"

Nodding, the now freed up spiders made their way to Karn's clone and each went at him in turn. Karn's clone swung his polearm wildly and thrusted with just as much fervor, but the punishing gamma radiation in his system and his being further weakened by the power dampener ensured that he was hard-pressed to hit any of the spiders at all.

Noir Spider-Man managed to land a hit on him, followed by the two black costumed Spider-Men of Earths 558 and 761 attacking in tandem. Azure Spider moved in, but Karn's clone managed to land a better thrust against him, Azure Spider only barely moving his head out of the way in time. Even so, the glowing red tips of the polearm still scraped against Azure Spider's blue helmet, slicing right through the metal and all but splitting it open, which forced Azure Spider to tear it off as he backpedaled.

But this proved to be a small reprieve for Karn's clone, who soon came under attack by the other spiders. Spectacular Spider-Man tripped him via webbing, and then Spider-Girl delivered a spinning kick to his helmet, followed by Six-Armed Spider-Man laying into him with all six of his limbs, multiple punches striking him rapid-fire. American Spider leaped up and then down, slamming his shield into Karn's clone's helmet so hard he left a bad, snaking crack in it's side. He followed this up with strikes from both his shield and feet that sent Karn's clone right into the path of Captain Universe Spider-Man, who kicked him square in the helmet. Ultimate Spider-Man swung in from above, kicking him in the chest and backwards. Spider-Man 2099 lunged forwards and slashed at him with his claws, shredding part of his clothes, and, to Karn's clone's astonishment, causing him to bleed.

Scarlet Spider performed a web-zip kick on him that knocked him back further, followed by Spider-Woman hitting him with a sustained venom blast. Karn's clone cried out in pain as the venom blast melted and burned away most of his shirt and caused his skin to corrode before blasting him backwards.

As Karn's clone staggered to his feet, he saw 763 Spider-Man use webbing to sling-shot towards him, arm outstretched and fist at the ready…

The impact of 763 Spider-Man's fist hitting Karn's clone at the speed that it did caused a loud cracking sound to be heard, before then Karn's clone's helmet outright shattered, splitting into multiple pieces that went flying in different directions as Karn's clone was knocked down and right on his back. And this time, he didn't get back on his feet.

"It's over Karn." Spider-Strange said, descending a bit until he was hovering right above him. One of his hands was raised and aimed at Karn's clone while the other held the defeated Dark Daemon by the cape.

"You...you **_fools. _**Defeat me you might, but you will...never stop...my family."

"Sure we will. And either way, you're not going to see it." With a wave of his hand, Spider-Strange summoned forth the Crimson Bands of Cyttorak, and used them to bind and restrain the incapacitated form of Karn's clone.

"I'm taking you back to my Sanctum Sangtorum where I will be keeping an eye on you for a **_very _**long time."

"I hope my family feasts on your flesh and bones both."

There was a brief moment of silence before Spectacular Spider-Man said: "Okay, show of hands: who wants to punch this guy again?"

-X-

In the aftermath of the battle with Karn's clone and his forces, the spiders gathered up all of the unconscious soldiers and also the defeated supervillains. Spider-Strange used the Crimson Bands of Cyttorak to restrain all of them as he did Karn's clone, before then creating portals to send them all back to their native realities. As this was happening, 763 Spider-Man gave Bruce Banner Spider-Man a pat on the back.

"See? What I'd tell ya? You did good. Without your gamma radiation solution we might never have beaten Karn's clone."

Bruce Banner Spider-Man nodded. "Yes, I'm glad it worked. And...I'm glad I did right by you this time Peter Parker. You don't know how much that means to me."

763 Spider-Man held out his hand for Bruce Banner Spider-Man to shake. "For what it's worth...I think you're world's Peter would be proud of you."

Bruce Banner Spider-Man nodded. "Thank you. That...means a lot."

As the two Spider-Men finished their handshake however, 763 Spider-Man turned to look at the Azure Spider, and saw that he was now unmasked and with his face plainly visible. Intrigued by what he saw, 763 Spider-Man walked over to him.

"So the man of mystery finally shows us all what he looks like." 763 Spider-Man said in a playfully teasing tone.

"Hey, I don't see anyone else here taking off their masks."

"Okay, fair point." 763 Spider-Man said before adding: "Call it old habits." There was a pause before he said as he looked at Azure Spider's exposed face up close, in particular focusing on the green eyes: "You...you look familiar."

"Do I?"

"Yes, you do. You look like...well, _me_. But not because you're another me...I can tell you're different. Who are you?"

"You know who I am."

"The Azure Spider? Yeah, I mean, who are you underneath that helmet and armor?"

"That you _don't _need to know."

But as Azure Spider said this, he turned to see Black Cat looking at his face as well. And after a few moments of doing it, she said: "You're my son aren't you?"

"What gives you that impression?"

"You think I don't recognize my own pair of eyes? You...you've got them. My eyes. I can see some of my face in yours too."

At this revelation, Azure Spider averted his gaze from Black Cat and sighed deeply. "Yes, I'm your son. At least yours anyway." He turned to look back at 763 Spider-Man. "Not yours."

"Then if I'm not your father, who is?"

"Another Spider-Man." Azure Spider explained, which caused 763 Spider-Man to realize: "Ben. Ben must have married Black Cat in the world where I died against Carnage…"

"Wait, what?"

763 Spider-Man turned to face Black Cat. "You remember my battle with Carnage two years ago? Well I was supposed to have died then. And Azure here's from a world where I _did _die. Scarlet Spider became a new Spider-Man, and I guess, well...you and him got together."

"...oh." Black Cat's demeanor became one of great discomfort as she considered a world where she and Spider-Man's clone were together. She realized in that moment that she might not ever look at Scarlet Spider the same way again.

Elsewhere still, Six Armed Spider-Man was talking to 558 Spider-Man: "Well, I guess since Karn's clone _didn't_ actually kill me that means Gwen will when I get back home…"

Six Armed Spider-Man chuckled at that. "Don't worry, I'm sure Gwen will understand."

"Is your Gwen still alive?" 558 Spider-Man asked. Six Armed Spider-Man replied that she was.

"Well, that's good to know. I think your world and mine may be two of the only ones where that's true…"

"And the world where Gwen's one of us." Six Armed Spider-Man said, pointing to the Gwen Stacy Spider-Woman, who was currently talking with Spider-Girl.

"True that." 558 Spider-Man said with a nod before adding: "...you know the one thing that still doesn't make sense though? How did they find a way to…"

"Counteract our Spider Sense? Yeah, turns out it was Doctor Octopus' doing. Should have known."

"How'd you figure that out?"

"Oh, he...let it slip after I held him upside-down long enough."

At this, 558 Spider-Man laughed. "Wish I could have seen the look on his face when he did."

"It _was _a good one to be sure." Six Armed Spider-Man said with a nod before adding: "...don't tell Superior Spider-Man that though."

Once again, 558 Spider-Man laughed, this time harder than before.

Finally, after all of the villains had been gathered up and returned to their native realities, Spider-Strange faced the whole group of spiders: "Our foe has been defeated. But the ongoing conflict with the Inheritors is not yet concluded. In fact, I sense that it is nearing it's climax right now. That there is a massive event about to occur on a place called 'Loomworld'."

"Loomworld?"

Spider-Strange nodded. "Yes. That is the place where the Spider-Totems and the Inheritors are destined to have their very last battle. And I believe that now that the Inheritor after us specifically has been dealt with, we must stand by our fellows in this last fight. We must help defeat the Inheritors once and for all."

"But we've already won…"

"Our personal battles, yes. But should the Inheritors win at Loomworld, they will come after us all, and where we were able to defeat one Inheritor, against all of them we would surely fall. So therefore, I think it only right that this spider army go to Loomworld to reinforce the other one. This war must be ended there."

"Then it looks like we've got one last fight on our hands." American Spider said before turning to the other spiders. "Everyone ready for it?"

"I am." Captain Universe Spider-Man said with a nod before adding: "Turns out I still got it. I can fight the Inheritors without the Uni-Power on my side."

"Good to know." American Spider said with a nod before turning to the others. "And what about the rest of you?"

"Well, we don't really have much of a choice do we?" Noir Spider-Man said before adding: "I say, let the Inheritors take their best shot at us. I'm ready."

"So am I." said the Six Armed Spider-Man.

"Me as well." came the Bruce Banner Spider-Man, his voice having more confidence than the other times 763 Spider-Man had heard him.

"I think we're all in agreement on this." Silk observed.

"Very well. Then you all will go forth. I will make sure you get there."

"Are you not coming?" Ultimate Spider-Man asked.

Spider-Strange shook his head. "No. I regret having to be absent from a battle involving just about every other Spider-Totem out there still drawing breath, but someone needs to keep an eye on Karn's clone here and make sure he doesn't escape to rejoin his fellows in the final battle. So I must remain in the Sanctum Sangtorum to keep an eye on him."

"Well, if you can somehow make it…"

"I will." Spider-Strange said. "Don't bank everything on my showing up though. The rest of you will need to win this battle on your own."

American Spider nodded. "Very well." he turned to face the other spiders. "Well people, you heard the man. We've still got one last battle to be in before this war's done. Is everyone ready?"

All of the spiders nodded, including 763 Spider-Man, who clutched his Black Cat's hand tightly and held her close to him. She'd been so silent ever since realizing Azure Spider was her son from another world. He feared she wouldn't have her head in the game for when the final battle came. But there was no going back now. Now, the only direction all of the spiders from across the multiverse could go was forwards, to Loomworld.

"Get ready everyone. I imagine things will be pretty hectic down there."

"I bet I can take more of the bastards out then you." Noir Spider-Man said to Superior Spider-Man, who rolled his eyes behind his mask in response. "Let's just see if we can actually _survive _while we're down there." Superior Spider-Man said.

As this was said, 763 Spider-Man turned to Black Cat and said simply: "In case...in case one or both of us don't make it, I just want you to know: I love you Black Cat."

"And I love you Spider-Man. The _only _Spider-Man for me."

And so it was, that with one more incantation, Spider-Strange transported the spiders to Earth 001, where the final battle between the Spider-Totems and the Inheritors took place.

**Author's Note: And so with my tie-in to Spider-Verse (and longest Spider-Man chapter ever) concluded we are now halfway done with the story. And a lot more epicness is still to come believe it or not. We also have a fair bit of trivia, so let's get started:**

**1\. Antitoxin/Bernard Shaw and Devon Sterns/Agent Spider are OCs. They have no other versions in the Marvel Multiverse. This is also true of the Ninja Spider-Man Kumo, Rachel Kislanski Spider-Girl, and Ari Kislanski Green Goblin.**

**2\. The Hydra Spider-Man (or "The Spider", as he's called) of Earth 6765 is based on how an alternate version of Spider-Man 2099 was briefly brainwashed into working for Hydra while serving as a member of the team known as the Exiles. He also had a green Spider-Man costume that is one of Spider-Man 2099's alternate looks in Edge of Time.**

**3\. Black Cat's beating a HF-less Sabertooth is a tongue-in-cheek reference to how in the actual 616 comics, Black Cat really did beat Sabertooth. But that was very early in the character's existence, back when he didn't even yet have a healing factor and could also be stalemated by Daredevil. It's still considered a somewhat infamous moment for Sabertooth, and I figured I could poke fun at it here. In my Black Cat's defense, it's clear the version of Sabertooth she beat is weaker than the one from her universe, which is also the same reason she beat the alternate Black Widow. Not all versions of characters are equal.**

**4\. As Spider-Man accurately points out, Light Whips are indeed a real thing. At least, real within the context of Star Wars. They're a part of the old Star Wars Expanded Universe, now known as the Legends continuity. Notable wielders include Lumiya the Dark Lady and Githany. **


	10. Return to New York

Chapter 9: Return to New York

From deep within the old SHIELD safehouse that had long since been turned into the Secret Avenger's hideout, a web-tunnel materialized.

"Well, thank God that's all over now" Black Cat said as she looked over all of the cuts in her prized catsuit, and also silently lamented the one black eye she now had from a sideways blow courtesy of the one Inheritor named Verna.

"Amen" Spider-Man said wearily, but then with more relief: "…but we won. And not just us. _All _of us. All of the spider-totems everywhere. We won't have to worry about the Inheritors anymore."

Black Cat nodded. "Yeah…it's too bad about that other Kaine though."

"Somehow, I just can't believe any version of Kaine could die that easily." Scarlet Spider said as he followed Spider-Man and Black Cat out of the web tunnel, along with Kaine, Spider-Woman, and Ezekiel.

"I still can't believe we just let those murdering bastards live." Kaine spat bitterly. "After all the Spiders they killed…not to mention how they were fine with cutting a _baby _open. And the so-called 'best of us' decided to let them go."

"I'm pretty sure that's what makes us the good guys." Scarlet Spider said matter-of-factly.

"It's what makes us _idiots _if you ask me." Kaine said harshly.

"I do have to agree with the sociopath on this one, actually." Ezekiel said, his tone just as matter-of-fact as Scarlet Spider's even though his words and their meaning were decidedly different. "Letting those abominations live was incredibly foolish."

"Hey, come on guys. Killing in self-defense is one thing. I'm like, the epitome of gentle superheroes, and even I understand that. But we beat them _without_ having to kill them. We neutralized the threat without neutralizing the people. And that's _always _better. Murdering them, especially just out of revenge, sounds exactly like the kind of thing _they _would do to _us. _And we're supposed to be better than that. And besides, it's not like the Inheritors got exiled to Disney Land or the Bahamas. They're stuck on what's got to be the absolute crappiest alternate Earth I've ever seen along with Azure Spider's. And for the same reasons too."

At the mention of Azure Spider, Black Cat's green eyes lit up a bit and her red lips crooked upwards into a slight smile as she fondly remembered how she had a son, one who then emerged out of the web tunnel as the last of the Spiders.

"Welcome to your new home" Spider-Man said to Azure Spider, who nodded. "Doesn't look much different from the bunkers I spent most of my life in. I hope there's more to see than just this."

In the face of his mild rudeness, Spider-Man was tempted to respond with some sardonic remarks of his own, but he thought better of it. Especially since he could see Black Cat continue to smile as she looked at her "son" again.

"Don't worry." She said. "The New York of this Earth's not as bad as it looks. Especially at night. Trust your mom on this son. Nothing beats New York at night."

In the face of Black Cat casually referring to Azure Spider as her son, the younger man seemed to tense up a bit, but also seemed to try and conceal it as Black Cat continued to look at him, her green eyes meeting his.

"So then…" Scarlet Spider began, turning to Ezekiel, Kaine, and Spider-Woman: "…does this mean that you three are now part of the Secret Avengers? Because we could use the extra manpower."

Ezekiel shook his head. "I think I've risked my well-being enough times for the forseeable future. As I'm not a superhero who's on the radar, it would be a simple matter for me to conceal my powers and live a normal life. I see no reason why I ought to get involved in this pseudo-war going on right now between the assorted members of the colorful costume crowd."

"Don't be dense." Spider-Woman said harshly. "You honestly think they won't come for you one day? And when they do, they'll be no one left to stand up for you and fight alongside you. And then what do you think will happen?"

"Honestly, by that point in time I'll be so old I'll likely be dead within a few years either way. My stance remains unchanged."

"I'm disappointed." Scarlet Spider said simply, to which Spider-Man nodded and said: "So am I. After everything you did to help me Ezekiel, I'd have thought you'd be willing to help me again."

"I have helped you in the past, this is true. But you can't seriously be advocating my holding your hand for the rest of _my _days do you? Contrary to whatever it is you may believe, I do not exist solely to mentor you. I do have other things with which to occupy my life."

"Yeah, I'm sure." Kaine grumbled sarcastically. "All the _luxuries of money_, right?"

Ezekiel's dry lips formed into a tight, humorless smile in the face of Kaine's sneering (and rhetorical) question. "Precisely. Call me a hedonist if you want, but as an older man I intend to have my remaining years be as comfortable as possible. And that hardly denotes becoming among other things a fugitive."

Kaine shook his head. "You're pathetic, old man."

"So I take it you're on board Kaine?" Scarlet Spider asked, while Spider-Man found himself legitimately surprised (and impressed) that Kaine did indeed seem to be willing to stand by his brothers.

_Guess Ben was right. Maybe I **have **been underestimating Kaine…_

"I'll admit, normally I'd probably be siding with the old-timer on this. But I'm not dumb. I know that the SRA's hazardous to my health, and I may hate playing hero, but I hate being dead or caged even more." Kaine nodded. "I'm in."

"Good." Spider-Man said with a nod of approval. "But one thing we need to get out of the way: **_no _**killing. Not unless there's no other choice."

Kaine snorted in contempt. "You didn't seem to mind when I was killing Karn's soldiers."

"That was a more desperate situation." Spider-Man countered before adding: "Not that our current one isn't, but besides that, it's what the bad guys want. If you start breaking people's necks, that'll be all the justification Harry needs to keep hunting us down like criminals. We need to show them that we're better than that."

Kaine rolled his eyes behind his mask but nevertheless sighed and nodded in consent. "Fine, if you say so. But personally, I think you're being stupid again."

"Duly noted." Spider-Man said sarcastically before then pausing and realizing: "Where is everyone else? Someone should have come out to greet us by now…"

Spider-Man got his answer when a small dark void that got progressively larger appeared in the center of the room. Knowing instantly that it was Cloak, Spider-Man's guess was confirmed when Cloak appeared in full, and coming out of his shadowy void in decidedly bad shape were Captain America and Black Panther.

"Dammit." Captain America snarled through gritted teeth as he hobbled out of Cloak's void, his predecessor's shield held loosely in one arm and his other holding onto the similarly banged up and injured Black Panther for support. "…we've lost a man for every one we've gained these past few days."

"At least most of us still made it back safely though." Black Panther said. "That's something we should be grateful for at least." The King of Wakanda's voice was calm, collected, rational. Even though a good part of his costume was now missing and leaving his shoulder exposed courtesy of Cougar's claws and he had other injuries sustained elsewhere that even his fabled Vibranium armor had barely kept at bay in some instances. And yet still after all of that he still sounded like a man discussing day-to-day matters with an old friend over lunch.

As the two Secret Avengers made their way to the infirmary where Night Nurse awaited them both and other superheroes exited his void, Cloak collapsed from exhaustion and fatigue of his own, and also despair at how his partner in more ways than one had been among those captured. Also lost were the Heroes for Hire Luke Cage and Iron Fist. Two of their very finest, already down. And two more of their finest, the two Spider-Men, still MIA.

Or at least, they were until all of five seconds later.

"Hey guys." Spider-Man said lamely, before his voice then took an apologetic and empathetic tone as he observed the absolutely battered state of his fellow superheroes. Besides the injured Captain America and Black Panther and the exhausted Cloak, some new heroes were also present, namely Daredevil, who's presence was definitely a relief to Spider-Man, and also Hawkeye, who looked to be in even worse shape then Cap and Black Panther but still defiantly clutching his bow tightly and snarling with every step he took. Like the others, his purple costume had seen better days.

"Nice to see you, hornhead. I was afraid they'd gotten you."

"They _did _actually." Daredevil said ruefully before adding: "And I regret to say that I was unmasked before Captain America and company came to my liberation. The news that Matt Murdock is Daredevil ought to be all over the news by now."

"…oh. Sorry DD."

"It gets worse." Daredevil said with a sigh. "Word is that quite a few, and I use this word in the loosest possible sense, 'fellow attorneys', will be trying to use my costumed identity as a means of invalidating and overturning as many of the court cases I helped to win as they can…including yours."

"What?"

"Remember when Jean DeWolffe had a warrant out for your arrest? And how I got it overturned by pointing out that, in technical and literal legal terms you actually _weren't _a vigilante? Well, now that everyone knows _I'm _a superhero and have been for a little over ten years now…let's just say every last scrap of my legal credibility is now liable to go up in flames."

"…so basically, we're both screwed?"

Daredevil nodded. "Indelicate, but true. Even if the overturning of the earlier arrest warrant stands, _your _identity is now all over the news as well."

Spider-Man nodded. "I was afraid of that." He admitted before adding with greater urgency: "And my Aunt…?"

"Safe, for now." Hawkeye said, interceding. "I should know. _I _was the one who picked her up before anyone could take a shot at her."

"Thank you." Spider-Man said, before asking: "Where is she now?"

"Here, actually. Just in another room. I can take you to her if you want."

Spider-Man nodded. "Yes, I want to see her." Then, he added: "I do have _some _good news for everyone, which might brighten things up just a bit…" He stepped to the side to reveal Black Cat, Scarlet Spider, Kaine, Ezekiel, Spider-Woman, and Azure Spider. "…I got reinforcements. Ezekiel's not sticking around, but the others are. I know no one here's replaceable, but…I hope this makes up for some of our recent losses somewhat."

"Not to be cynical, but unless one of them has power enough to so much as leave a scratch on the Sentry, our position's not much better than before." Daredevil said with rare dismay in his tone. "…But then, Osborn's American Son armor alone is a handful. And we lost Cage to their Vision machine."

"Every little bit helps though." Spider-Man urged. As he did, Black Cat asked: "Where's flamehead? I don't see him anywhere…"

"Right here." Came Human Torch's voice before the younger man showed up with an arm that was bandaged up in the crudest way possible. Upon seeing this, Night Nurse swiftly ushered him into the infirmary where Captain America and Black Panther still were, and where Hawkeye finally decided to take himself.

"Got attacked by their Ms. Marvel." Falcon explained, before adding: "…along with a whole lot of Capekillers. My wings have been shredded to bits, and Torch got his arm broken. But, I do have to give him credit, if it weren't for that one last nova blast he was able to let off he and I would be in a much worse place right now."

"Well, it's good you both made it back." Spider-Man said earnestly. He hadn't met Falcon too many times before, and it would be generous to call him a friendly acquaintance. But, he was well known as one of Captain America's greatest and staunchest allies, and that carried with it a high recommendation.

"I believe that still leaves two of our members unaccounted for." Scarlet Spider noted before adding: "Where are Wolverine and Yellowjacket?"

-X-

With a bellow of rage, Wolverine slashed outwards with his claws once again, and once again a Capekiller crumpled to the floor, deep slash marks in his body armor and his gun left in three pieces.

Wolverine snapped his head to one side as his latest foe fell just in time to see another one take aim at him. Wolverine destroyed his gun too before then plunging his other claw hand right into the man's armored chest, the claws going right through it and also hitting the man with enough force to slam him up against the wall. Pulling his claws out, Wolverine looked around him and realized that he'd actually just taken out the last of the Capekillers. Brow furrowing in annoyance behind his mask at the whole ordeal, Wolverine trudged forwards, as he did cracking his neck to one side and then the other.

Originally, he'd planned to just use unarmed combat to take the Capekillers out, per the Secret Avenger's desire to leave no dead bodies in their wake so as to maintain their credibility as true heroes. But, once the Capekillers began shooting at him with carbonadium rounds and other kinds of ammunition that would make his Healing Factor as useful as a swordsman with no arms, Wolverine decided it was better to be safe (and lethal) then considerate and dead.

As it happened, he didn't have much father to go. Having already plowed through three floors worth of the SHIELD sponsored thugs, Wolverine sensed he was getting closer to whatever it was they were guarding so intently. But of course, with such proximity to the prize also came the promise of greater challenges. Not that Wolverine was at all averse to a good challenge. In fact he rather liked it.

And sure enough, when Wolverine opened the adamantium door via the passcode he'd gotten off of one Capekiller Lieutenant, he wasn't surprised to find some new opposition awaiting him on the other end. And they weren't SHIELD agents.

"Target identified…" The first of the three hulking, green and purple machines began in a robotic monotone that sounded as emotional as a reanimated dead man reading financial reports. "Classification: Metahuman. Origin: Mutant Class: Beta. Name: Unknown. Alias: 'Logan', 'Wolverine'."

Wolverine frowned. "All that supposed to impress me?" he asked contemptuously, before then revealing his adamantium claws once again, the six shining blades bursting out of his blue gloved hands. He'd seen the larger versions of these new Oscorp made Sentinels enough times to know that that was exactly what these machines were. Upon seeing Wolverine reveal his claws, each of the Sentinels began to change before Wolverine's eyes: one's armored chassis suddenly became a shining metallic silver, the second raised it's arms to indicate barrels for firing attached to each of them, and the third had two large blades burst out of it's hands that quickly became superheated until they glowed a fiery orange.

"Hmph. Maybe these bucket-heads will actually be a challenge after all…"

-X-

"Okay then." Flash Thompson said, now once more covered in the symbiote and standing ready for battle as Agent Venom. "…show me what you've got."

Patrick looked at Flash with uncertain eyes. He'd been training himself in how to control his symbiote under Flash's tutelage for some time now, but even at this point he remained unsure of what he could and couldn't do, and was definitely not confident concerning his symbiote's ability to obey his every command. What the symbiote said in his head only gave validity to these worries: _"Come on, he said show him! Let's let him have it!"_

Patrick could feel his symbiote pushing. Forcefully urging him into battle as it's more violent side urged him on. He could hear it ringing in his head, echoing and pushing and pushing and pushing. Privately Patrick wondered if this was what raising a wailing human infant would be like, but he tried to tell himself that this was worse. It _had _to be worse.

"Come on." Agent Venom said. "Come at me. I can take it."

Sighing in defeat in the face of urging from two different sides, Patrick at last surrendered and allowed the red and navy blue strands to overtake his body and consume it, until soon only Toxin remained where Patrick Mulligan once stood.

Agent Venom had been correct to say he could "take it", but he was still nevertheless feeling the full force of Toxin's opening charge attack, the burly symbiote hitting him with the force of a train. And indeed, Agent Venom went hurtling through the air before recovering in mid-air and then landing on his black booted feet. Using his symbiote to conjure up black guns to fire identically colored bullets, he was pleased to see Toxin casually dodge every shot rather than just stand there and tank them like he had in their first few spars.

He also closed the distance surprisingly quickly. Not only did Toxin hit as hard as a train when going all out, he could also go at least as fast as one. His blows rained down on Agent Venom like a blinding flurry of red and dark blue colored blurs. As Agent Venom ducked under one such series of blows and then side-stepped to avoid more, he also took note of how Toxin was using more strategy and tact then before, rather than just merely relying solely on brute strength and hoping for the best.

Agent Venom sent out a few blows of his own, and like the black bullets these were also dodged by Toxin. Agent Venom threw in a kick, then a grapple that was followed by an attempt to knee Toxin in his crimson colored jaw. Toxin broke free of the grapple before Agent Venom's attack could connect and threw Agent Venom to the side. Agent Venom rolled and recovered, same as before. He sent out another barrage of black bullets, and these too were dodged, Toxin all the while coming off as almost a blur to even Agent Venom.

Soon the two were once more engaged in close-quarters combat, and as before Toxin held his own, sending uppercuts, piledrivers, and other brutal attacks into Agent Venom, who retaliated with counters, grapples, and what skills in Krav Maga his military past afforded him. A punch across Toxin's jaw followed by an uppercut to the same location seemed to stagger Toxin, but only for a moment, and the younger symbiote recovered in time to swing out his trunk-like arm, but Agent Venom ducked under it. Striking out with swiftness far and beyond what any normal human could ever hope for, Agent Venom let out a flurry of punches into Toxin's side.

Toxin snarled like a beast in response before advancing again, throwing out more punches that Agent Venom dodged, tanked, or parried. Toxin responded in much the same way to Agent Venom's attacks, and between the two of them an impasse occurred.

Or rather, an impasse _was _happening, but then it was broken when Toxin finally managed to hit Agent Venom hard enough to knock him backwards. Seizing on his opportunity, Toxin surged forwards and pounced on Agent Venom, pinning him before he could recover. With a single swipe of his blue clawed hand he knocked Agent Venom's gun out of his hand while his other claw pinned Agent Venom's opposite arm and his knees did the same for Agent Venom's legs.

"Alright, alright." Agent Venom said, his black helmet/mask peeling back to reveal the grimacing face of Flash Thompson. "…I give."

Satisfied with this answer, Toxin's own symbiotic mask pulled back to reveal Patrick Mulligan's face, and he got off of Agent Venom. As he did, Agent Venom stood up, the rest of his symbiote pulling back on command. Toxin's did the same until soon they were once more just Patrick Mulligan and Flash Thompson.

"Nice job. You've been learning fast."

"Well, you seem to have the hang of this pretty well." Patrick said. "…I'm just following your lead."

"Well, you're doing a damn good job of it." Flash said, before adding with a cocky smile: "…but I bet I can beat ya for two out of three."

Patrick made a faint smile of his own and shook his head. "If I prove you wrong, will I finally get to meet whoever it is you're working for?"

Flash's smile faded in the face of this question and he answered seriously: "You'll meet my boss soon. But not right now. Not when things are so…unstable."

"Somehow, I don't think they're going to get much _more _stable." Patrick pressed as he and Flash began to walk away from the site of their spar.

"I suppose not." Flash admitted before saying: "Look, sorry Pat. I know you've been confused and in the dark for a while now, and I definitely know living with a symbiote isn't easy. But…let's just say you're not the only person I worry about."

By this point in time, Patrick had come to learn enough about Flash Thompson that he knew who the younger man was referring to. "Would this other person happen to wear a red and blue costume?"

Flash nodded. "Yep, that's the one. But of course, it's not just because he's been my favorite superhero since High School. He's also my friend, y'know? Now that I know Spider-Man and Peter are the same person, after all this time, it's…well, it's a lot to take in. And it's been a while since anyone's seen or heard of him. I can't help but worry that Osborn's jackbooted thugs managed to get him."

"I'm sure Spider-Man's fine." Patrick said, doing what he could to raise his dejected mentor's spirits. "…just recuperating. They said he was shot after all. Even someone like him will need time to rest and recover from that."

"But he'd also need someone to patch him up. And I don't think too many people who could help him would at this point."

"What about these 'Secret Avengers' characters I've been hearing so much about?"

Flash paused to consider this, then nodded and said: "Yeah, I guess there's them. Lately though they've been having some troubles of their own…"

-X-

Wolverine panted a bit before forcing his breathing to control itself the way a parent might assert their authority over a whining child, before then taking a look around at the scene in front of him: marks from his claws along with burn marks, scorch marks, and outright holes and craters in the walls were everywhere he turned, and littering the floor were the thoroughly sliced up and ruined remains of the three Sentinels Wolverine had taken on. The one with the armored chassis had had it's friend's superheated claws turned against it, running it through and destroying the machine's equivalents to a human's vital organs. The one with the superheated claws had had both of it's limbs taken off along with one of it's legs and the top part of it's head for good measure. And the last one had been sliced clean through it's midsection and had Wolverine's claws go through one end of it's head and out the other.

Not that Wolverine himself had come out unscathed though. Quite a few bullet-holes adorned his flesh and most of his blue and yellow costume had been ruined by bullet-holes, claw marks, scorching, and debris. Blood coated most of his body and made his costume stick to his skin in a most uncomfortable way, and the smell of wounds that had been cauterized by the very thing that had dealt them in the first place (the superheated claws, namely) gave off a horrid smell that filled Wolverine's nostrils and made him squint and frown in both discomfort and distaste.

In all, he had to admit that the three Sentinels _had _actually been a challenge, and privately he found himself almost grateful there hadn't been more. Even just one more of the things could have made all the difference in the end.

Staggering forward, Wolverine took his time, waiting for his Healing Factor to do what it could to repair all the damage to his body. As he'd feared, the process took longer than it should have, as the bullets had been one of the same kinds of ammunition used by the Capekillers, slowing Wolverine's healing factor to a crawl and meaning he still felt every last one of his wounds in full by the time he reached the armored vault door the Sentinels had been guarding.

Seeing that there was a need for a passcode, Wolverine put it in, as Bucky had told him to, and mercifully, the armored door slid open. The one stroke of fortune thus far, was that SHIELD had not changed the passcodes in the time since Bucky's ascension to the Captain America role.

"Whatever it was the kid sent me for had better be good…" Wolverine muttered ruefully as he all but limped into the room. What he saw resting on a tall, thin metal pedestal caused his eyes to widen. He hadn't ever seen this item in person before, but he knew of it. Every member of the Howling Commandos had, as it was the thing that had made Hydra and AIM so powerful during the war and in turn what had given Wolverine, Fury, and the rest plenty of grief.

"…son of a bitch."

-X-

"…and that's what happened." Spider-Man finally finished as Human Torch, Daredevil, and most of the other Secret Avengers continued to sit and listen in keen interest to his story regarding the battle against the Inheritors, and the parts of it that Spider-Man and his fellow Earth 763 Spider-Totems were privy to.

"Well, that's quite the tale." Daredevil admitted. "So many different spider-people from across such a vast multiverse. It's rather overwhelming to be honest. Really makes one put their existence and struggles into perspective, I think. Hard not to feel insignificant in the grand scheme of things."

"I still can't get over how one version of you was a freaking cartoon pig." The Human Torch said incredulously, though Spider-Man was sure he could detect some derisiveness in his tone as well. For his part, Hawkeye just shrugged.

"Eh, after everything I've seen and been through at this point, nothing really fazes me anymore. There could have been a two-headed Spider-Man and I still wouldn't have blinked an eye."

"…actually, I think there _was _a two-headed Spider-Man somewhere in the crowd." Spider-Man said. "…and there was definitely a six-armed one. I should know. He was one of the ones I fought alongside the most."

"Any 'Hawkeye Spider-Man'?" The archer asked.

"No, I don't think so. But there was one me who was one half Captain America."

Hawkeye snorted in contempt. "Figures. Winghead gets a Spider-version of himself but not me."

The conversation was interrupted when Wolverine staggered into view, the last of his injuries only just starting to heal as his healing factor continued to go at a lethargic pace.

"Wolverine? Where've you been?"

"Busy." Wolverine said bluntly and in a tone that conveyed his pronounced irritation clear as day. "Didn't see _you _pitching in much lately, Webs. Where the hell have _you_ been?"

"Let's just say I was 'busy'." Spider-Man said, throwing Wolverine's vague answer right back at him, and with similar irritation. His eyes fell to what Wolverine held tightly in one blue gloved hand. "What that's you got there?"

Grimacing, Wolverine raised his hand and held up the item in it for all to see. Several mouths went wide open in surprise as they beheld the cube that pulsated with otherworldly power, giving off a brilliant bright blue glow that bathed most of the room in an azure colored light.

"No way…is that what I think it is?" Human Torch asked, evidently knowing somewhat of the superweapon's reputation from his brother-in-law's own passion for super-science of all kinds.

"Yes, it is. This, ladies and gentlemen, is a genuine, bona-fide Cosmic Cube."

"Well done Logan." Came Captain America's voice as he appeared and extended a red gloved hand to take the cosmic cube. Wolverine gave it to him, but remarked as he did: "So this is your big plan, huh? To use the Cosmic Cube against Osborn and his goons?"

"Not exactly. More use the cube's power to build us an arsenal, the same way Hydra and AIM used it during the war. The difference is this time it's the good guys doing it."

Spider-Man though looked at the Cosmic Cube intently for a few moments before saying: "Wait a minute. I think I may have another idea. And I think it's one you'll want to hear out."

"What is it?"

"That thing can access other areas of space, right?"

Captain America nodded. "It can. I used to use an unstable recreation by AIM to move around."

"Well, here's what I'm thinking: with the right modifications, and a machine strong enough to boost the cube's natural power, we could make a gateway to other realities."

"And why would we want to do that?"

Spider-Man smiled behind his red mask. "To get some help. And I know just who to go to too."

-X-

Harry Osborn stood overlooking the expanse in front of him from beyond the one-way glass windows the building he was in featured. As of that moment, there actually wasn't much to see, but this was in fact the point. For Harry was not looking at the present state of things so much as he was looking at the area's potential, and what it represented. What the large area of abandoned buildings and empty streets could one day become under his guidance, transformed from a lifeless, unpopulated city into any one of a number of things that Harry could convert the area to. A thriving metropolis who's citizens bowed down before his visage, or a training ground for his own private armies of elite soldiers. Or perhaps even a place where some of his more…"extreme" experiments could be tested.

Really, the possibilities were endless.

The name of this location was Symkaria, a small European country that was the "next-door-neighbor" to Latveria and as such had actually been under Doctor Doom's control in everything but official name for quite some time. But then that was what happened when a country of over 3 million residents was hit with a collapsing economy and an infrastructure in even worse shape. Doctor Doom promised the people of Symkaria security and stability, and with the only price for such favors being loyalty to the metal masked despot, most Symkarians were willing to accept the trade. Those that didn't migrated to Symkaria's other neighbors Transylvania, Romania, Serbia, and in some cases even going as far as Hungary. Those who had seen people of Symkarian background often commented on their almost exotic and haunting facial features, and how some of them had white or silver colored hair that was naturally that way, rather than being a sign of age. Their accents covered the entire European spectrum but seemed oddly enough to be predominantly East German and various kinds of Russian.

All of this was, of course, before Madame Hydra's staged usage of germ and chemical weapons on Symkaria's people. The over 100,000 innocent people believed to have been killed or otherwise infected by these weapons were actually moved to either Latveria or other nearby European nations and given new identities, all to maintain the SHIELD spy's elaborate cover. As such, the Symkarian city Harry Osborn was now in remained a ghost city, one that's silent buildings, deserted streets, and complete and utter lack of native life stood as a quiet testament to a forced relocation disguised as a genocide.

But, such emptiness and desertion, along with it's being rather out of the way, did make it rather easy for one such as Harry Osborn to secure the land and from there turn it into a sort of "meeting spot" by which he could pursue certain dealings with other interested parties in relative anonymity. Just the way he liked it.

Down below in a courtyard, various movers and shakers of largely ill repute and intentions (to say nothing for actions) could be seen, conversing, gossiping, and sharing plenty in the way of intoxicants. Yet another thing about the set-up Harry liked: it was easier to play drunkards for fools.

Not that the greatest persons of interest were so easily drawn into such obvious traps though. Among those present were the Rose, real name Richard Fisk and son and temporary placeholder to the Kingpin of Crime. Even at the formal occasion he wore his distinctive purple mask over his head, a mask that reminded Harry of the one worn by the supervillain who's head he'd removed from his body just last year. A head that had remained in that purple mask to the very bitter end.

Though he held a glass filled with some wine or another, and flirted passively with two blonde haired women in the crowd, Harry could tell that the Rose was a bit too shrewd to be drawn into any kind of debauchery. Also fitting that description was the monarch of Latveria himself, who's motionless, steel gray armored form made him appear almost like a statue, his majestic forest green cape draped around his shoulders and a hood of the same color pulled up over his head. He had his back to Harry, but this didn't surprise the younger Osborn. It didn't matter much either. He and Doom would be face to face soon enough.

Other big names could also be seen among the throng of crime lords, drug kingpins, and corrupt politicians and military figures of all stripes, governments, and nationalities. These included Gorgon of the Hand cult, multiple Maggia family heads, Obadiah Stane, and a certain slender female with long dark hair that Harry took a particular interest in simply because he did not immediately recognize her. And as such, she was the first one he called up to him for a personal audience. As she came up into the suite he was in, Harry's New Goblin mask came back over his face and he turned around to confront her.

"I've been so admiring your collection of liquors and ales." The woman said in a cordial tone. "…perhaps not quite up to par with the taverns and cellars of _my _home, but for a mortal I'd say it's a valiant effort."

New Goblin smiled behind his mask. "Ah. I had a feeling you weren't from around."

The woman's lips stretched into a smile. "Are we secure in here?"

New Goblin nodded. "Yes."

Keeping up her smile, the woman became consumed in an aura of mystical flame that then faded away to reveal the form of a tall, young man with a hooked nose, handsome features, medium-length dark hair that was mostly covered by his golden helmet with long, curving horns that faced forwards, and finally attire that was chiefly gold and green. In his hands he held the spear that had once belonged to the foster father he'd murdered for his power, and attached to his shoulders a green cape like Doctor Doom's.

"Ah, Loki. I had a feeling it might be you. Clever to choose a disguise of the opposite gender."

Loki maintained his smile. "I must confess I do rather enjoy playing the role of the fairer sex." He paused, then said: "I take it we'll be moving straight to business?"

New Goblin nodded, then said: "I was hoping to get the chance to meet someone of your…shall we say, status. It allows me to think…bigger, than I was before."

"Well, first you must accommodate _my _interests and desires before I start granting you any serious favors."

"And what would those be?"

Loki's smile seemed to fade and his eyes took on a weary and almost long-suffering look. "I'm afraid there are some troubles back home. It's the resistance movement against my rule, you see. They've been a great nuisance ever since I first assumed power well over ten of your Midgard years ago. But ever since that Beta Ray Bill character showed up and I lost both the Destroyer Armor and the Casket of Ancient Winters, my attempts at crushing them out have been…" Loki frowned in distaste, and looked about ready to spit something bitter out of his mouth, if only the bad taste the following words left him with. "…unsuccessful. Simply put, I've come to solicit your support."

New Goblin nodded in response to all of this and said slowly: "And…by support, I assume we are talking about manpower?"

"I am fully aware that you have assembled together some of the greatest of rogues on your planet. A dark mirror image of my arrogant step-brother's closest associates. And if I am not mistaken, you have driven those associates underground, have you not?"

"I have."

"Well then, that just proves my point. Yours is a team of villains with perhaps no equal on your Midgard. And with that in mind, I could not think of a better force to bolster my henchmen with."

New Goblin considered all of this. Regardless of whether or not Loki realized it, he had just given New Goblin the chance to seize a most attractive prize, one he'd actually had his eye on for a while now, too. The throne of Asgard was not so much different from a throne on Earth in New Goblin's mind, but it was what things Asgard hid within it's city's walls that New Goblin knew he could make use of. Great, powerful items and relics…such as the spear and power Loki held at that very moment.

"I may be willing to help you in your endeavors." New Goblin said before adding quickly: "But my favors and assistance are no less free than yours, God of Mischief. If am I to assist you, I fully expect compensation. And I know you said you won't be accommodating my interests before I accommodate yours, but these are small favors. Simple tokens of cooperation that will be followed immediately by my assistance. Then we can move on to greater prizes for both of us. Sound fair?"

"But of course." Loki said in a tone that was very clearly insincere to the point that New Goblin was certain even a child could detect it. But he still felt he could work the situation to his advantage.

"Name your terms Mr. Osborn."

"For starters, I was hoping you might have a means by which I can locate those associates of your half-brother's that we both know I already have on the run. All I need now is the location of their hideout and I can finally get rid of the pests once and for all. They cover their tracks well though, so I was hoping a bit of your magic might do the trick."

Loki smiled and raised an eyebrow. "That's it? My friend, nothing's simpler! I can do it right now even!"

New Goblin shook his head. "No, not right now. I do have other 'guests' to speak to after you, and I want to act on whatever information you can give me as soon as possible. But if the task is as easy to accomplish as you claim, then I expect you at my side in New York City one day from now. And you'd better live up to your end of the bargain. Otherwise, you won't see a single soldier from me."

Loki nodded. "I accept your terms Mr. Osborn."

"Whoever said that was all there was to them?" New Goblin asked, before then saying: "I also want something else. A sort of down-payment along with the assurance that I'll get greater rewards once my forces crush this resistance that's been giving you grief."

"You ask a great deal, mortal."

"Too great for my assistance?"

Loki shook his head. "Not necessarily. Name your 'down-payment', as you call it."

"I understand that your stepbrother's hammer is made of a very special substance that is a major factor in it's being as powerful as it is. I could make use of such a mineral myself."

"Mortal, do you really think that if I had ready access to uru deposits I wouldn't already be making liberal use of it? The Dwarves who were on good terms with my father were considerably less so with myself. I attempted to take uru from them by force, but as always, my step-brother interfered. I have but a small amount of uru, and I'm not about to part with it."

"I won't require much. Just a small portion. No bigger than what I could hold in this hand." New Goblin raised a black gloved hand.

The look on Loki's face made it clear that he considered New Goblin's request ridiculous, even if he didn't come out and say so. But then, this incredulous demeanor transitioned into a smiling and accommodating one.

"I accept these terms as well. Anything else you care to trouble me for?"

New Goblin shook his masked head. "Not at the moment, no. I expect you in New York City tomorrow for when we finally bring down _my _resistance."

Loki nodded. "I understand. You will not be disappointed…though I pray, for your sake, that I am not disappointed either."

As Loki vanished before his eyes, New Goblin gave the order for the Rose to be brought up next. The masked man came up with a clear swagger and self-assurance present in his step, a sight that made New Goblin smile. Such arrogance was easy to take advantage of, no matter how untouched by the intoxicants the Rose was.

"I have to say, I'm rather surprised you thought to extend an invitation to someone like me. And to a gathering so far from home, too. You haven't suddenly developed a soft-spot for fellow criminals of New York origin, have you?"

"I have no soft spots of any kind." New Goblin said coldly before adding: "And make no mistake; it's more an alliance with your father I'm after, but as he seems to be currently indisposed, you'll have to do."

The Rose raised an eyebrow behind his violet mask. "That's not a very good way of getting me on your side, Osborn."

New Goblin allowed for a slight, sadistic smile behind his mask. "Don't worry; I brought a present. A sort of…olive branch."

New Goblin snapped his black gloved fingers, and when he did several Hydra agents dragged in a young woman with light tanned skin and long night black hair. She was clad in little more than her undergarments, and her exposed skin revealed quite a few bruises and cuts, not all of which had been bandaged up.

"May I present to you, Elektra Natachios. Once considered one of the greatest assassins in the world as I recall. And a personal favorite of your father's back in the day."

"That was before she betrayed him."

"Well, now's your chance to get some payback. Make her understand once and for all the high price of crossing the Fisk family."

Turning to look at Elektra as the Hydra agents continued to hold her, the Rose took a step forward but then stopped short. Seeing this, New Goblin said: "Don't worry about her biting. She may have killed quite a few of my Capekillers and left over three times as many in traction, but now she's been stripped of her weapons and armor, and given enough drugs to kill at least one large horse. She won't be causing you any trouble."

Satisfied with this assurance, the Rose finished closing the distance between himself and Elektra as New Goblin continued: "My Capekillers apprehended her successfully after I initiated the Superhuman Registration Act. But after her capture I decided that with her particular history she might make a good bargaining chip. And now is the time that I'm cashing that chip. She's yours to do with as you see fit."

The Rose kneeled to inspect Elektra, first brushing a few loose locks of unkempt black hair out of her face before then raising a purple gloved hand and stroking her chin. He then grabbed it and held onto it tightly, forcing Elektra to look directly at him.

"Well, she's fetching, that's for sure. Can't see what my father saw in her as an assassin though."

Elektra spat a mouthful of spit and blood right into the Rose's masked face. "Burn in hell." She snarled. "You and your father are every bit as damned in the next life as I am."

The Rose chuckled as he continued to stroke Elektra's chin before turning to New Goblin: "So she's all mine you said?"

New Goblin nodded wordlessly.

"Good. I think I'll send her gift-wrapped to my father as a present. A show of good will between us."

"Enjoy me like this while you can. Once my strength returns, I'll be making your father wish he'd stayed in that stinking prison cell where he belongs."

The Rose turned back to face New Goblin: "I assume this present is not free. What do you want, Osborn?"

"For starters, I'll want you to stick around for my last group of special visitors. You should recognize them by their tailored suits."

The Rose caught on immediately. "The Maggia?"

New Goblin nodded. "Yes. I extended a personal invitation to those imbeciles, so they'll be eager to meet me. But in truth, I don't actually see much in the way of a future for them, beyond their ongoing weapons trades with Hydra. But, that is still something. Simply put, I want you and your father's empire to step aside."

"Step aside?"

"With respects to the Maggia, yes. Your father's always kept them in a tight fist. But now I want them to have more autonomy. More mobility. More freedom. I'm planning something rather big soon, and I want Hydra as reinforced for when it comes as possible. Thus, it's important that some of our main suppliers remain in a good position to accommodate our needs."

"I can't make promises like that. My father may be in prison now, but he does still have influence, and a solid reach to go with it. He's not going to appreciate or permit—"

"Those are my terms." New Goblin said, his voice again cold and without warmth or empathy. "I gave you and your father the wench, and in return the Maggia gains more in the way of freedom. They would still ultimately be subservient to you. I'm only asking that you relax your control over them somewhat."

"Spare the rod, spoil the child." The Rose said simply, to which New Goblin raised an eyebrow and remarked rather callously: "The voice of experience, I assume?"

"Careful." The Rose said, purple gloved hand tightening into a fist. "I may like the thought of having Elektra as a gift for my father, but I don't want her _that _desperately."

"Then perhaps an additional thing to sweeten the deal." New Goblin suggested. "Daredevil's head. In fact, I can give you more than just his head. I can give you his whole body, either as a corpse or still alive enough for your father to have some final revenge."

"Leave Matt out of this." Elektra growled, to which New Goblin let out a hollow and pitiless chuckle. "Silence my dear, the adults are talking." He turned to look back at the Rose: "Now I offer you two of your father's enemies. Surely that's a sufficient enough price for you being just a bit more lax regarding the Maggia."

At this, the Rose seemed to consider his options for a moment. Then, he said: "You promise me Daredevil's head? No, scratch that, his body? Alive?"

"Cross my heart." New Goblin said, motioning over his chest. Not that what passed for a heart inside him was worth much as far as promises or vows went, but nevertheless he hoped the Rose would take the offer. And to his pleasant surprise and satisfaction both, he did.

"Alright." The Rose said. "Give me Daredevil, and you have a deal. But until then, things will remain as they are concerning the Maggia."

New Goblin frowned behind his mask. The Kingpin's son was driving a hard bargain, and one of the many, many things New Goblin disliked was bargaining with people who had a brain. But despite this, he maintained an un-annoyed tone when he asked: "Is the assassin not enough to serve as even a sort of down payment?"

"Bring me Daredevil." The Rose repeated. "Or there's no deal."

_How **dare **this callow upstart make such demands of us! We should gut him for his impudence!_

_No, that won't be practical or viable. Loathe as I am to admit it, we do need him, if only for this one purpose._

_Oh please. We don't need the Maggia's help to get what we want! Call off the deal! We'll make do with what we have!_

**_No. _**_We stick to the plan as I have engineered it. You'll get your time to do what you do best soon enough. But for right now, we do things **my **way._

With this thought being held in his mind, and in turn resisting his natural instinct to send the Rose through the nearby wall with a single punch or else throw him right out the glass window New Goblin currently had his back to, he said: "Very well. I will deliver Daredevil to you once I bring down the Secret Avengers. And when I do, I expect our agreement to be honored in full."

The Rose nodded. "Of course. Shake on it?" The Rose raised a purple gloved hand. Once again, New Goblin was tempted for a moment to do his "associate" an injury, but decided to keep up the charade of cordiality. He shook the Rose's hand, and then the purple masked man was out the door, with the Hydra agents still holding onto Elektra following right behind as they unceremoniously dragged the former Hand Assassin out.

_I must remember to topple the Fisk's from that high throne of theirs. Show them that they're both expendable in the grand scheme of things._

Next to be admitted for audience was Doctor Doom himself, who strode in confidently and faced New Goblin directly. He wasted no time in getting right to the point: "Promise me, Osborn, that your choosing this land as the site of your business dealings does not indicate the beginning of greater ambitions in the area."

"I don't make promises of any kind Doom." New Goblin said simply. "Not unless I have good cause to do so."

At this, Doctor Doom's armored hand turned into a tight fist, though he gave no other visible indication of anger. Even his voice remained surprisingly calm despite the clear anger in the choice of words: "This land remains under Doom's control, and Doom's alone. It is only because I chose to accept your invitation that I am even allowing this gathering to take place on Symkarian soil at all."

"Oh don't be so dramatic." New Goblin said, even though he knew that the person he was talking to would be incapable of acquiescing to such a request. "I invited you here so we could talk business, not do battle, though I do have the resources to do that as well, if necessary."

Doctor Doom frowned behind his own metal mask. "Have a care. To threaten my person is to threaten your own."

"Then perhaps we should get right down to business, no?"

"What 'business' would that be?"

"Think of it as a sort of compromise." New Goblin began. "It's no secret you desire the whole Earth for yourself. Truth be told, I can settle for less than that. Simply put, you help me get what I want, I won't stand in your way when you try to claim the Earth for yourself. And before you say, you don't need my help, you do. Otherwise, you'd have the Earth by now. But somehow, there's always at least a few superheroes present to get in your way. I offer a solution to that problem."

"Don't take me for a fool, Osborn." Doom said, un-amused. "I have heard such promises and guarantees from countless other upstarts and third-rate antagonists and criminals. Not a single one has on any occasion come even remotely close to delivering on their lofty promises. What do you have to prove you are any better?"

"Oh, that's simple. My Superhuman Registration Act has already eliminated or else driven underground most all superheroes. I intend to get rid of the rest by tomorrow. And when I do, there will be nothing standing in your way or mine. I only ask in return for my not raising a finger against your ambitions that you satisfy some of mine."

"And what, pray tell would your ambitions include?"

"Nothing too extraneous, I assure you. I had this list made just for you." And then, New Goblin produced a parchment that had written on it a list of materials and pieces of advanced technology. "I want every last item on that list. And I know for a fact that not a single one of them is beyond your capabilities to acquire easily. So really, I'm not asking for much."

Doctor Doom eyed the list and took in it's contents in an instant. Then, he looked at New Goblin and said: "Again, you grossly underestimate my own thinking prowess. You are attempting to build something with these materials, and in my own estimations a device that would never work without an additional component not on this list."

It was true. That last, key component was the small bit of uru metal New Goblin had requested from Loki, but he wasn't about to tell Doctor Doom that. Wouldn't want the Latverian monarch to steal his invention.

"I already have that component." New Goblin lied. "Now I need the rest. And you will be my provider. In exchange, I let you have the world."

"You'll 'let' me have the world? Fool. Should Doom set his eyes to the entirety of this planet, there is absolutely nothing you could do to stand against me, and your attempts to resist in any way, shape, or form, would amount to exactly _less _than nothing."

"Perhaps. But clearly, the superheroes of the world have successfully foiled your endeavors time and again. But I am on the cusp of wiping them out for good. Once I do that, the world is yours. But in return, I expect something out of you. And that is the items on that list you hold in your hand right now."

When Doctor Doom said nothing in response to this, New Goblin added: "I'm a patient man, Doom. I don't need to eliminate my enemies right away. They're not in any kind of position to threaten me. It's up to you to decide whether the heroes' ends come sooner or later. For our mutual convenience, choose the former option."

"Take care how you speak to me." Doctor Doom warned. "No one addresses Doom as though he is but a child, least of all someone of your own low stature."

"If you say so." New Goblin said, unmoved. "Do we have a deal, or not?"

That Doctor Doom actually seemed to consider what his answer would be told New Goblin that he had a chance at swaying the monarch. Doctor Doom looked once more at the list, and then back at New Goblin, and finally said: "I may be willing to help you in your endeavors." Doom said slowly and cautiously before adding: "But I want assurance that my enemies will be dealt with. In fact, I wish to know that they have been dealt with before I give you a thing."

"Done." New Goblin said unhesitantly. "Once I have the Secret Avengers eliminated, I'll send word to you. Discreetly of course. I do have an image to maintain after all."

"What of the other groups of costumed adventurers and interlopers? What of the X-Men, and my most sworn enemies, the Fantastic Four?"

"The latter's members have been left divided, and the team is now defunct. As for the X-Men, their hands remain tied thanks to my new laws and Sentinels both. It will be an easy thing to have them meet with an…'unfortunate accident'."

Doctor Doom nodded in approval. "See to it that they do. Until that time, I give you nothing."

"Very well." New Goblin said. "It's a deal."

As Doctor Doom turned around and left, his green cape swirling about as he stormed off, New Goblin smiled behind his mask. So many deals made, and all of them hinging upon more or less the same promise, too. Once he got rid of the Secret Avengers, he would have the Fisks, the Maggia, and even two of the very most powerful beings to ever bear the label of Supervillain all under his sway. Doom could indeed have the world, at least until New Goblin completed his newest weapon and also plundered Asgard of it's treasures. Then, he would be…"altering the deal" between himself, Loki, and Doctor Doom, and have both Earth and Asgard for himself. After that, well…

…the possibilities were endless.


	11. The Chips Are Down

Chapter 10: The Chips Are Down

The day following his many alliances and promises, Harry Osborn was back in New York, and back in his American Son armor. As he looked out at the many buildings of New York City, all the while waiting patiently for Loki's arrival, he mused on how his plans had been progressing rather well. A good deal hinged on his successful capture of the Secret Avengers, but once he brought the full brunt of his forces to bear on them, it would a simple enough matter to take care of them. Then he would have killed quite a few birds with just one stone.

As he looked over the schematics to his newest weapon again, the one he intended to construct with both Loki and Doctor Doom's assistance, his ears picked up the sound of nervous footsteps making their way in. Turning around, Harry was pleased to see that it was the Sentry himself standing there, a nervous and uncertain expression on his face.

"Uh, excuse me Mr. Osborn. I didn't interrupt you, did I?

"Of course not." Harry said in a tone that effortlessly passed itself off as sincere. "Please, tell me what's on your mind. I always have time for this world's very greatest of heroes."

Sentry cleared his throat for a moment. "Ah, yes, about that…" he trailed off for a moment and then began again: "…I have to confess, Mr. Osborn, that for a while now I haven't been feeling like much of a hero."

"You haven't? Huh. I confess, that's rather surprising to hear. With your power, integrity, and commitment to the new, better way that I've been fighting tirelessly to make the one true path of all superheroes, I'd have thought you'd be feeling more noble than ever."

"Well, to be honest it…it's not an easy thing to explain."

"Try me." Harry said, maintaining his façade of understanding and empathy. Seeing said façade and falling for it, Sentry said: "I…I feel as though there's this…darkness, inside me. Something that's so…unlike me. Something that makes me feel angry. Bitter. Even, hateful, actually. I don't know what it is, or where it comes from, but…it feels like there's something else inside me. And sometimes, it's as though I can hear it. Whispering in my head. Telling me to let it out."

Upon hearing all of this, Harry fought hard to suppress a smile. "Ah. This again. I believe you'd told me of these problems you were having previously…"

At this, the look on Sentry's face became an embarrassed one. "I have, Mr. Osborn." Sentry said with abject apology. "But the problem does persist. And I feel it is starting to, well, interfere with my ability to function to the best of my ability."

"I see." Harry paused, then, he closed the distance between himself and Sentry. Looking at him dead in the eye, Harry said: "Let me let you in on a little secret my friend: I know something of what you're going through."

"You do?"

"Oh yes, I do. I really do. For you see, I too have sometimes heard voices in my head that are not my own. I too have often felt as though there is something inside me that is not really me. Something separate, something…unwelcome, shall we say. So I most definitely understand."

"And what do you do when you get those feelings?" Sentry asked, a sense of almost urgency filling his tone along with a desire for some kind of reassurance. "What do you do when you feel like there's something else inside you, fighting for dominance?"

"Oh, that's simple. I find a way to…accommodate the intruder. I compromise with him. Bargain. Promise him what he wants in exchange for allowing me to remain in control for just a little longer."

"That…that sounds a lot like letting…"

"Letting the monster out? Oh yes, that is a lot what it's like. Think of it as a kind of catharsis though. And here's another thing I know: that thing inside you? It's going to win. It's inevitable that it will, one day. But you get to decide when that day will be. A few carrots dangled in front of it's nose, and you can keep it at bay for a _very _long time."

"But is that worth it?"

"If it gives you time to accomplish your ultimate goals? Absolutely. Just look at me. Am I not the very picture of success? By the time that which is inside me gets out, I will have already won it all. You can do the same, if you will yourself to."

"I…" Sentry seemed to hesitate, before saying: "…I'll think about it."

Harry made a thin smile. "That's all I ask."

"Thanks for listening to me, anyway." Sentry said awkwardly.

"But of course. You are my favorite, you know."

Sentry nodded and then left. As he exited, Harry smiled and shook his head. What amused him the most regarding the whole business was the incredible irony of how he could ultimately understand the Sentry and connect with him better than anyone who actually had Sentry's best interests at heart. The reason for that was as Harry had just told Sentry: he too had something inside his mind, something foreign to him. So he knew exactly what was going inside the Sentry's head. And he intended to take full advantage. He could tell that the Sentry, for all his might and hopeless idealism, was ultimately a ticking time bomb waiting to explode. Might as well prepare for it, and make sure that when said time bomb _did _go off, it would be his enemies who got caught in the blast.

Harry smiled. It was in this moment that he felt a sudden, overwhelming compulsion to quote a certain someone who the younger Osborn confessed to having a certain amount of admiration for: "Our friend is of a free and open nature, that thinks men honest that but seem to be so. And will as tenderly be led by the noses, as _asses_ are."

No sooner had Harry finished his sentence did the form of Loki materialize behind him, Odin's pilfered spear still held in one hand. "You're late." Harry noted.

"Watch what you say, Mortal." Loki chided, before adding: "…and how you say it. A king of my stature requires due respect at all times, nothing less."

Harry was tempted to roll his eyes but decided against it. Instead, he turned around to face Loki in full and said: "Do you have the uru metal?"

Loki frowned at the question, but nevertheless nodded. In his other hand, Loki did indeed hold a cylinder that looked, Harry found to his amusement, almost like a thermos, but one that was entirely metal save for lines that glowed blue.

"Here is your initial payment."

"Excellent." Harry said, taking the container holding the uru metal in one hand. Activating it's top, he was pleased to see that what lay within the container was indeed a shimmering substance the color of steel.

"That metal's magic properties should not be underestimated." Loki said, his voice noticeably lacking it's usual humor and derisiveness. "It can, with care, be forged into mighty weapons. But an improper hand can do far worse than spoil the material."

"I'll keep that in mind." Harry said before adding: "Now it's time you fulfilled the other part of our contract. Locate the Secret Avenger's hideout, and once they're out of the way, my forces will be off to your Asgard."

Loki nodded, and placed a hand to the side of his golden helmet. Closing his eyes for one moment, Loki then opened them, and they glowed a bright blue and shined almost like tiny stars. Then, the lights faded and his eyes returned to normal as he said: "I have found them."

"Excellent. I'll prepare my forces."

-X-

"Now, for this plan of ours to work, we're going to need a few things, not the least of which would be finding some way to amplify the Cosmic Cube's energy output. I think I might be able to build one, but I'll need some resources to do it."

"And where would we be getting such resources?" Captain America questioned.

"Before my secret identity got outed, I worked at Horizon Labs. They've probably seized my workspace and it's contents by now, but Horizon Labs itself would still be around, and if I can get in there, I should be able to make something work."

"How long will this take?"

"Uh, I actually don't know." Spider-Man confessed before adding quickly: "But it's not like I'd need to stay there indefinitely. I could probably just get the materials I need and then bring them back here, or to a different secure location."

"I don't know. It seems like a risky venture…"

"And everything else we've tried hasn't been?" Spider-Man questioned. "Come on. Let's not kid ourselves: no amount of laserguns the Cosmic Cube can make for us is ever going to stop the Sentry, much less him plus the combined might of all of Harry's other forces. This is the only chance we've got, unless someone wants to come up with a better plan…"

"Well, I was planning on having Yellowjacket infiltrate Oscorp and get some dirt on it's owner, but we will also have to face his forces eventually. I suppose we have to risk this plan of yours. Once Yellowjacket comes back, I'll tell him to infiltrate the place you named and get what you need."

Spider-Man nodded, but then frowned behind his mask as he realized his Spider-Sense was going off to such a degree that he felt as though someone were trying to open his head with a jackhammer. Looking around, he could see Scarlet Spider, Kaine, and Azure Spider all reacting in much the same way.

"No…"

The roof to the safehouse was all but utterly obliterated as several massive holes were blown in it, and from these several Oscorp/Trask Sentinels, along with Harry in his American Son armor and the entirety of his Dark Avengers with the notable exception of Sentry. Normally, the Secret Avengers would have taken this as a good thing, but considering what their opposition still entailed, they were far from thrilled.

"I think it goes without saying, but you're very much under arrest. All of you." American Son turned to his fellow Dark Avengers. "Take them down. **_All _**of them. By any means necessary."

Dark Hawkeye flashed a wicked smile as his eyes immediately sought out the real Hawkeye. "I was hoping you'd say that."

"Cloak, get us out of here!" Captain America ordered.

But before Cloak could acquiesce to this demand, a flurry of tranquilizer darts shot out of one Oscorp/Trask Sentinel's hand embedded themselves in Cloak, and he collapsed, his namesake covering up most of his unconscious body.

"Dammit! Avengers Assemble!"

"Ready for this old man!?" Cougar roared as he leaped down at his father, adamantium claws bared. Prepared for this, Wolverine's own claws came out of his hands and he met his bloodthirsty son head-on. Within mere moments they were leaving brutal cuts, slashes, and puncture wounds in each-other, but continued to fight fervently all the same.

It seemed that most of the other Dark Avengers were content to follow Cougar's example of engaging their opposite numbers, with Dark Falcon swooping in just as the real Falcon flew upwards to engage him, and Dark Hawkeye rained arrows down on both his counterpart and also Daredevil. And of course, Dark Spider-Man leaped down to take on the genuine article, only to be met with not just him but also the Scarlet Spider and Kaine, the two clones striking Dark Spider-Man at the same time.

"Who the hell are you two supposed to be!?" Dark Spider-Man demanded incredulously.

"Scarlet Spider. The grumpy one's Kaine." Scarlet Spider said as he and Kaine joined Spider-Man in launching attack after attack on Dark Spider-Man, who weathered each one as it came or else just moved himself out of the way without trouble.

"Who is this guy? He's faster than you, Spidey!"

"Hybrid." Spider-Man answered grimly as he only narrowly dodged a punch from his symbiotic doppelganger. By now, Azure Spider had also leaped into the fray, and was along with Kaine trying to restrain Dark Spider-Man's arms as Scarlet Spider continued to punch and kick him as best he could, but thus far none of the spiders were making much headway.

"He's a symbiote, like Venom, and that Poison you and I dealt with last year."

"Well, that would explain a lot." Scarlet Spider said, right before Dark Spider-Man sent him flying backwards with another hit.

"Hold him still!" Black Cat shouted, as she did dodging stray projectiles from Human Torch's aerial battle with the counterfeit Ms. Marvel. "I've got a new toy I've been looking to test on this bastard ever since our last fight."

By now, the Oscorp/Trask Sentinels had neutralized Falcon, Spider-Woman, and Daredevil, and Wolverine's fight with Cougar was soon interrupted by more of the machines turning their attentions to him. Then, the Dark Vision shot forwards, and with a single fist that's density had been hardened until it was like the adamantium coating Wolverine's skeleton, struck the X-Man with enough force to send him flying through first the air and then a wall.

"Threat neutralized." Dark Vision said coldly and matter-of-factly before turning his attentions to the Human Torch. With a single well-aimed crimson colored laser beam to his back, Dark Vision brought him down as well, Human Torch's fiery aura dissipating as he was struck and the young man collapsing to the ground.

With their combined web-lines, Spider-Man, Scarlet Spider, Azure Spider, and Kaine all managed to keep Dark Spider-Man's arms restrained long enough for Black Cat to activate her catsuit's latest addition: a powerful sonic emitter that unleashed an intense sonic vibration that was so shrill it hurt even the four Spider's ears. It also prompted Dark Spider-Man to screech in agony and step back. As he staggered and wailed, his form changed, going from the lithe build of Spider-Man to his true, more monstrous and brutish form as Hybrid. As the sonic attack continued, Hybrid's symbiotes began to spasm and retract.

"Good work Felicia, keep it up! He's hurt. Just keep that thing on and the symbiotes will get blasted right off!"

But, as the symbiotes retracted further, Black Cat got to see what his face was. A face she hadn't seen before due to his mask, but now got to see in full. When she did, her blood froze, and her heart almost along with it. Her legs turned to rubber beneath her and all of the strength and confidence she prided herself on having in abundance vanished.

This man, the man who was Hybrid, bore the face of the man she'd known as Ryan.

Her mind flashed back to the events of that terrible day, over ten years ago, when she'd rebuffed his advances and he had forced her on to the bed. She remembered the fear, the shock, the feeling of utter helplessness, and then the vile act itself. She suddenly felt every last one of her injuries, both physical and emotional, just as freshly in that instant as she had immediately after. In the days and weeks after.

"No…no, not you…" Felicia felt a very strong urge to throw up, to shut her eyes tightly and get as far away as she could. The sonic vibrations on her catsuit ceased.

"Felicia, what are you doing? Why did you stop?"

But then, Hybrid managed to at last send the spiders into the air and force them to release their hold on him. As this happened, the counterfeit Ms. Marvel swiftly defeated Hawkeye, and Captain America, Black Cat, and the Spiders now found themselves surrounded.

"Spider-Man, the Cosmic Cube! Don't let Osborn get it! I'll cover you!"

Captain America drew a handgun in his free hand and opened fire at Dark Hawkeye, but Sentinels put themselves between the bullets and the villainous archer. As Captain America struggled to keep back all the attacks sent his way via his shield, Spider-Man knew Captain America was right: the Cosmic Cube couldn't be allowed to fall back into Harry's hands.

Moving so fast he was almost a blur, Spider-Man darted through the safehouse, maneuvering his body out of the way everything sent in his direction, be it tranquilizers, bullets, arrows, or energy blasts. Shooting out a web-line, Spider-Man was pleased to see it latch onto the Cosmic Cube successfully. With one tug, Spider-Man sent the cube flying into his hand.

"Everyone to me!" Spider-Man shouted. The other spiders complied, even though Hybrid pursued. Captain America put himself in-between Hybrid and Black Cat, allowing her to catch up with the spiders and reach Spider-Man's position. As Spider-Man held out the Cosmic Cube, he could see Captain America's shield be knocked right out of his hands by Hybrid's super strong blows. Cap did his best to hold firm, but Hybrid laid into him without mercy, and soon the Sentinel of Liberty was down.

"**_NO!_**" Spider-Man shouted, before looking down at the Cosmic Cube. "Get me and my friends out of here! _Anywhere_ but here! **_Now!_**"

To Spider-Man's enormous relief, the semi-sentient Cosmic Cube obeyed his wish, and in a bright, brilliant flash of light the color of the summer sky, Spider-Man, Black Cat, Azure Spider, Scarlet Spider, and Kaine vanished. When the light faded from the Dark Avenger's vision, American Son scowled at how his greatest foe had slipped through his fingers once again. But then he saw all of the defeated superheroes laid before him and his disposition improved considerably.

_So what if Spider-Man and a few others got away? They're no threat to me now, even with that Cosmic Cube they managed to get. Once I give Doctor Doom proof of my actions here, I'll have everything I need to build the Dusk Sword. And when I do, the stars themselves will be nothing more than new territories to grab up, and that Cosmic Cube Spider-Man has will be nought but a child's toy._

-X-

"How did patrol go?" Agent Venom asked as Toxin returned, his toothy mouth formed into a self-confident and self-assured grin.

"Well. We ran into those bullies Riot, Lasher, and Phage again, but this time we were ready for them, and they didn't stand a chance. They don't scare us anymore."

"Good to know." Agent Venom said. "And with any luck, the Secret Avengers will have made some headway by now…"

Agent Venom was cut off when he saw a bright blue light appear out of nowhere, and then after it dissipated saw none other than Spider-Man, Black Cat, Azure Spider, Scarlet Spider, and Kaine.

"What the hell?"

"Spider-Man!" Toxin exclaimed.

"Oh, crap more symbiotes!" Spider-Man lamented. "That's what I get for saying 'anywhere but here'."

"Hold on." Scarlet Spider said, raising a red gloved hand. "My Spider-Sense isn't going off. I don't think they want to hurt us."

"Mine's not going off either." Azure Spider said.

"Or mine." Kaine noted. In the face of this, Spider-Man and Black Cat lowered their stances and eyed both Agent Venom and Toxin warily. Seeing that he was clearly suspicious of him, Agent Venom peeled back his helmet/mask to reveal the face of Flash Thompson. "Hey Spidey."

Spider-Man's eyes widened behind his mask. "Flash?"

Flash smiled. "The one and only. Nice to see you again, Pete. After so long, I was afraid they'd finally gotten you."

"Well, actually they very nearly did. Our HQ got compromised. We're all that's left of the Secret Avengers now. I'm glad we had the good sense to move Aunt May to a separate location before the attack…"

"How did they find you?"

"I don't know." Spider-Man confessed. "And it's not like Harry's about to go on TV and explain how he did it. All that matters is that he did." He trailed off, and turned to look at Toxin, who he eyed warily. "And…who's he?"

"We are Toxin." The blue and red symbiote said in tone that to Spider-Man's ears was surprisingly bereft of any real menace or malevolent intent. This was supported by how Toxin held out a navy blue colored claw for Spider-Man to shake. When Spider-Man only stared at the claw, Toxin's symbiote partially retracted to expose a human hand that Spider-Man finally brought himself to shake.

"…nice to meet you." The hero said in a tone that did it's best to sound genuine.

"Same here." Toxin said, his symbiote retracting fully to expose the face and body of Patrick Mulligan, who's self-deprecating yet cheerful demeanor went a long way towards putting Spider-Man at ease.

"Flash here's told me a lot about you. Not that I didn't already know who you were of course, but to hear it directly from him, it's clear how highly he thinks of you. It's good to get the chance to fight by your side."

"Thanks for the praise." Spider-Man said before adding more woefully: "But we're not exactly in a great spot right now. Like I said, Harry's taken down everyone else. As of right now, we're the only unregistered heroes left who can still fight."

"Then the seven of us will have to do." Agent Venom said, his symbiote mask/helmet reforming over his face. "…and besides that, it's not actually just us seven."

"No?"

"No. I've been working for a certain someone else for a while now." He turned to face Toxin. "I know you've been wanting to know who my benefactor's been this whole time. Well, now that I've got a bigger audience, I think now's as good a time as any to come clean. Follow me."

-X-

"It's done." Harry Osborn said, beaming with pride as he placed Captain America's shield onto a table along with Hawkeye's bow, quiver, and arrows, Daredevil's mask, and the torn off Fantastic Four logo of Human Torch's uniform on a table for Doctor Doom to see. The monarch was not there in person to witness the act though, rather he watched from his computer screen inside his castle in Latveria.

"I've apprehended the last of the Secret Avengers." Harry began. "It's now time for you to live up to your end of the bargain."

"If you seriously believe that a few discarded items and bits of costume will convince me you have succeeded, you are sorely mistaken. I am not some infantile mind easily deceived. If you have truly bested the Secret Avengers, then show them to me. I want their bodies, alive or dead."

"I had a feeling you'd be stubborn." Harry Osborn said in a tone that did well to make the words sound less insulting. "The heroes are all imprisoned in my…Number 42 prison. I can take you there to show you the heroes personally, if you like."

Doctor Doom considered this for a moment, before nodding: "So be it. I will accompany you to this prison. And _then _we shall talk business."

"Good." Harry said before the computer screen turned black as the communication ended. When it did, Harry reclined in his chair. He had, of course neglected to mention that Spider-Man and a few other heroes had escaped, and that Black Panther's being absent from the HQ at the time ensured he was also unaccounted for, but if all went well, Black Panther would be captured soon, and Doom would never know the difference. Then he could get what he wanted from the monarch.

_If only Sentry had been present. _Harry thought with a scowl. _Then I'd have caught them all, Cosmic Cube or no. But the fool's ever-present insecurities got in the way again. _When Harry remembered how Sentry had even been seeing a therapist for a while before Harry had replaced that individual as the main influence in his life, his disgust rose even higher. It was amazing how one so powerful could be, in Harry's own blunt assessment, so pathetic.

_Well, it hardly matters. My enemies are still mostly dealt with as is, and Sentry or no, the others won't be any threat to me now._

-X-

"We're here." Agent Venom said as the group of seven renegade superheroes at last arrived at the rather run-down and abandoned tunnel.

"This place?" Patrick Mulligan wondered aloud. Agent Venom nodded. "Yep. Can't be an obvious location after all."

"Looks a lot like the places me and my mother used to hide in." Azure Spider said, a remark that Spider-Man noticed caused Black Cat's eyes to take on a rather sad look.

"There a secret knock to go along with this place?" Kaine asked sarcastically as the group made their way into the tunnels in full.

"That won't be necessary." Came a female voice that prompted all of the heroes to turn to the source of it. Sure enough, they saw a large part of the tunnel wall had slid back to reveal a doorway that led into darkness. But standing in the open entrance was none other than the former second-in-command of SHIELD Maria Hill, still wearing her SHIELD catsuit and her arms folded as she looked at the heroes with an un-amused expression.

"We can't linger out in the open. If you want to come in, follow me now."

"Just as cheerful as I remember." Black Cat noted under her breath as the group of seven followed Maria Hill through the open door and then down a long, winding flight of steps until at last they came to a fairly large and cavernous underground complex. And once they made their way down in full, they were astonished to see not only Yellowjacket, but also two other surprise faces waiting for them.

"Good to see you all again." Greeted Nick Fury, who looked worse for wear but still with fight left in him. Next to him was Mr. Fantastic, which made Spider-Man in particular surprised. Reed had always seemed to him to be a staunch supporter of the Registration Act.

"We hoped that more of you would come to us." Mr. Fantastic noted, before asking: "Where is Johnny?"

Spider-Man lowered his head in shame. "I'm sorry. They got him."

"I was afraid of that." Mr. Fantastic said, before adding: "They apprehended Susan as well. It was about then that I decided things had gone too far. I see now that Osborn didn't change anywhere near as much as he'd have us all believe. The Fantastic Four shouldn't have been targeted by SHIELD, unless we were threats to his plans. And that told me what I needed to know." He sighed deeply. "Maybe the others were right. Maybe Registration really was a sham all along."

"It's a moot point now." Maria Hill said. "As of right now, the enemy is Harry Osborn and his crew of sociopaths and thugs." She turned to Spider-Man and the other heroes: "Yes, I know I helped enforce Registration too, but like Doctor Richards I've become a bit more privy to Osborn's real goals. And it was when I was that Nick sought me out and recruited me, along with Agent Thompson here. We were planning to eventually join forces with the Secret Avengers, but it looks like we waited too long. I'm sorry."

"Well, at least _I_ managed to reach you guys." Yellowjacket said. "Had I gone back to HQ, I'd have probably been caught too."

As Yellowjacket said this, Mr. Fantastic's eyes fell on the Cosmic Cube Spider-Man held in his hands. "Is that what I think it is?"

Spider-Man nodded. "Yeah, pretty much. Wolverine managed to get it for us before our HQ was compromised. I think it may be our ticket to win, but not in the way Bucky-Cap wanted to use it. I have a plan for how I think we can even the odds, but it will require the Cosmic Cube." Spider-Man looked Mr. Fantastic dead in the eye. "And with you helping me, things will go a lot smoother."

"Well, I'm sorry to say, that these facilities are, to put it very generously, inadequate. If you're planning to build some kind of device, we'll need to do it elsewhere. But the Baxter Building's not safe anymore. Osborn has his Sentinels guarding it at all times."

"Good thing I know of one other place we can go to. We will need to break in, but with any luck, it won't be as heavily guarded."

"Especially if you can shrink yourself and others." Yellowjacket noted, realizing that this plan would include him as well. "I can infiltrate almost any building, and I can shrink down the materials you need for transport. Just tell me where I need to go."

"Horizon Labs." Spider-Man said. "And I'll make a list of things I need for you right now. If this works, it'll help all of us. I guarantee it."

"You guarantee it?" Maria Hill questioned. Spider-Man nodded. "I do. This was the plan Cap and I agreed to before our HQ fell. My plan is to build a machine that can augment the Cosmic Cube's power, more specifically it's ability to access other areas of space."

"You're trying to get it to be able to access other realities." Mr. Fantastic correctly deduced.

"Exactly." Spider-Man said, before adding: "This particular ally I want to recruit can't come here, because he'll lose his power. But if we can get a working portal, and then get Harry's forces through it, they'll be stuck in his reality, and then he'll be able to beat them."

"Stranding your enemies in another reality." Kaine noted. "Ruthless. I like it."

"Not strand them. Just trap them there long enough for Captain Universe to beat them. Then, we can transport them back here where they'll be imprisoned."

"And how do you know this 'Captain Universe' will help us?" Nick Fury questioned.

"Because he's me." Spider-Man said, before clarifying: "Another version of me. And he's a good man and a hero, no less than anyone else in this room. And he's also so powerful even his Magneto couldn't beat him. If anyone's got a shot of beating the Sentry and the rest of the Dark Avengers, it's him."

"Fair enough." Nick Fury conceded before adding: "But don't take too long with this plan of yours. We don't have much time left to spare at this point."

"I won't." Spider-Man promised. "I just need Yellowjacket to get me the materials I need."

"Consider it done." Yellowjacket promised.

"That just leaves one other order of business." Maria Hill said. "We need to figure out what Osborn's planning next, and to do that we need to get information only he has access to."

Spider-Man nodded. This had also been part of Cap's original plan. And he wasn't the only one who liked the sound of it either:

"Sounds like an infiltration and heist of sorts." Black Cat said, red lips forming into a smile. "My kind of thing."

"Good, because with Yellowjacket doing Spider-Man's mission, you'll need to step up for this one."

"Fine by me." Black Cat said before turning to Azure Spider. "But I'm bringing him with me."

"What?"

"Who is he anyway?" Maria Hill questioned, looking at Azure Spider harshly due to not knowing who he was.

"My son, if you must know. It's…a long story."

"I don't want to know." Maria Hill said quickly, before then getting back to the mission: "With Harry Osborn having regained control of his company, Oscorp is a good place to start looking for secrets and information to dig up. Even if we don't learn what exactly he's planning, we should hopefully at least be able to get some dirt on him of other kinds. While Miss Hardy and her…'son', infiltrate Oscorp and Yellowjacket Horizon Labs, the rest of you will be staying here while we figure out our next move."

"We can't count on this place being safe and secure forever." Scarlet Spider pointed out. "They already found our last hideout. I think it's a pretty safe bet that they'll find this one too."

"We know." Nick Fury said. "It's like I said: we don't have much time."

"One other thing we should probably mention." Maria Hill said reluctantly: "As it turns out, there is one other person we managed to get on our side."

"Really, who?" Spider-Man asked, before then noticing the look on Maria Hill's face, and how it was one of utter woe and even, despair. "Wait a minute…who is it? Seriously? You look like us having one more guy on our side is a bad thing…"

It was then that a voice that Spider-Man recognized cut through the air, and the second he heard it, Spider-Man realized immediately why Maria Hill had the look on her face that she did…considering his own face took it on too.

"Bad thing? Nonsense! Everyone knows my presence makes **_everything _**better! Except for that one terrible, terrible movie we don't ever talk about. Although technically that wasn't me, me, it was a different version of me, one who looked an awful lot like one of my favorite Mortal Kombat characters…"

Deadpool stepped forwards in full, and seemed to almost puff his chest with pride as everyone else beheld him, most of them groaning inwardly at the very sight of him.

"Why, oh why did it have to be him?" Spider-Man asked, though the question was of course rhetorical. He _knew _why.

"Because I'm _awesome, _that's why! My super-sized fanbase and army of cosplayers proves it! Oh, I'm sorry, did I interrupt the narrative flow? Heh, my mistake. Please, continue, especially if it involves going into any more details about how cool I am!"

Spider-Man, Black Cat, Kaine, Scarlet Spider, and Azure Spider all sighed deeply or else groaned loudly, and Kaine turned directly to Maria Hill and Mr. Fantastic. "Dear God, please tell me this babbling idiot is not our only asset. Please tell me there's more reinforcements coming."

Before either of the two could answer, Deadpool said: "Nope, sorry, I'm all you get! Don't worry, I'm sure you and I will get along just swell! I mean, you're a tough badass, _I'm _a tough badass, you're an Anti-Hero, I'm an Anti-Hero. You debuted in the 1990s, _I _debuted in the 199—" Deadpool was cut off when Kaine punched him in the face hard enough to knock him off his feet and put him on his back. "Hey man, no fair! I wasn't ready! And I don't have a spider-sense like you and Wally Webs over there."

"Wally Webs? Seriously? I think I preferred 'Webby'."

It was then that Mr. Fantastic spoke, tone apologetic and the look on his face the same: "I'm afraid that, with nearly every other superhero now in custody, and my still being unable to contact Ben, Mr. Wilson here is the only man we could find. He's agreed to help us, and I believe he said he would do so at a discount."

"How considerate of him." Scarlet Spider said in a deadpan.

"Well, I _was _tempted to charge extra, since y'know, it's going up against some pretty darn fierce opposition and all, and I don't like guys who can rip people in half and throw them into space and aren't Superman. But then I thought: I get to save the world! Everyone will love me even more than they already do! And I get to work with my good pal Spider-Man!"

"…the last time you and I met, you tried to kill me. You _shot _me."

"Oh, pshaw. All water under the bridge. I'm a new man now. A _changed _man. I'm the new and improved Deadpool! Even considered updating my look again! Maybe add in a cape, some pointy ears on the mask, and…oh wait, that second one's taken…"

Spider-Man facepalmed as Maria Hill said: "You do remember the mission though, right Wilson?"

Deadpool nodded vigorously. "You know it, babe. Go where the heroes go, beat up the bad guys, take down Harry whatshisname, and save the world! Piece of cake!"

There was a pause, before Azure Spider said simply: "We're doomed."

**Author's Note: Surprise, surprise readers! I bet you all weren't expecting to see _me _again, huh? Well, here I am, and ready to kick some butt in this last big part of Wally Web's little trilogy. Hopefully, after this the author can get around to giving me the trilogy we all know I deserve! And maybe a spin-off or prequel too!**

**(...)**

**WHAT!? What do you mean he's going to be doing an Avengers story next? What the hell do the Avengers need a story for, they're getting their own movie!**

**You know, you're getting a movie too, Wilson. Very soon actually.**

**Shut up writer! You hurt my feelings! I'm not talking to you anymore!**

**(Sound of door slamming shut)**

**...well, okay then. Guess I'm in control of the Author's Notes again. Anyways, hope you all enjoyed this chapter, and thanks again to everyone who's kept with it for this long.**


	12. Infiltration

Chapter 11: Infiltration

"Felicia…can we talk?"

Black Cat's face took on a nervous expression, but she nevertheless tried to mask it with a smile and said: "Sure, Peter. What is it?"

"Back at the Secret Avengers HQ, when we were fighting Hybrid, you…you froze up. You panicked. I have to know…what happened? Why did-?"

Black Cat's face took on a pained expression and she looked away in shame. "I can't tell you."

"Please do." Spider-Man said, placing a hand on Black Cat's shoulder to reassure her. "What happened?"

"You can't know." Black Cat whispered, also pushing Spider-Man's hand away with more force then she had meant to, which in turn only made Spider-Man more determined to get to the bottom of what was wrong with her.

"Felicia…please. I'm just trying to help."

"If I told you…" Black Cat whispered. "…you wouldn't look at me the same again."

"I love you." Spider-Man said, grabbing Black Cat's hand and holding it tightly. "I've loved you almost since the first time we kissed. I know you're not a bad person, and I know you'd never do anything that would push me away. Whatever this secret you're keeping from me is, please share it."

"I…" Black Cat looked away again, and Spider-Man could see a look of pain and hurt on her face, not realizing that she was again thinking back to the day it had happened. The moment that had first set her on her path to becoming the woman she was today. "It…it's not an easy thing to share." Black Cat admitted with a sigh. "I've only ever told one other person, and it was to tell him that he wasn't alone."

"Who?"

"Francis Klum if you must know."

"The second Mysterio?"

"Before he became Mysterio. Back when he was just a scared, lonely man who I was trying to put at ease and convince to do the right thing. Guess it didn't work."

"But…this secret, you told it to him?"

Black Cat nodded. "I did. It was…painful, to remember, but I did."

"Remember? Felicia, what happened to you? What is this part of your past that you never told me before?"

Black Cat took a moment to look around to see if anyone else was near the room she and Spider-Man were currently alone in, and when she saw that the two of them were truly alone and in private, she turned back to Spider-Man and said, as simply and quickly as she could so as to get it over with quickly: "I was raped."

Spider-Man's blood froze as he heard this. For a moment he prayed that he hadn't heard her right, but he knew he had, and indeed, he also knew that with everything Black Cat had said before that it was what he had deep down suspected to be the secret she struggled to tell. And he could easily understand why.

He also, he found, could do only one other thing. And that was to take Black Cat in his arms and hug her tightly to him. If he could, he would have promised her that he would never let go, that they could just stay there safe forever, but of course that was not how theirs or anyone else's lives could go. But he could still give her the assurance that he was there and would never leave.

"I'm sorry."

"After it happened, one of the first things I did after getting myself…tested, was to see how often it happened. See how many other women suffered as I did. How many times someone like me had to be hurt. And each statistic I saw was worse than the last." She lifted her head off of Spider-Man's chest and said: "I knew then that I didn't want to be another statistic. I _wouldn't _be another statistic. I am _not _just another number, Peter. I refuse to be."

"Why didn't you tell me?" He asked, even though he could guess as to Black Cat's reasons readily enough. And indeed, she gave them: "I told you: it's not an easy thing to talk about, even to you. In fact, especially to you. I was…afraid. I was afraid that you wouldn't look at me the same way. That you'd think I was dirty. I know that was how I felt for so long. Still do at times."

Spider-Man hugged her even more tightly. "You are **_not_** dirty." Spider-Man said, his own body beginning to shake he found. "What happened to you was **_not_** your fault. It was…Hybrid. He's the one who did it, isn't he?"

Black Cat nodded. "Yes. So you can see why I…"

"I do." Spider-Man said with a nod. "When did it happen?"

"In College, my first year." Black Cat said, which made Spider-Man feel even more sick and disgusted when he heard that. "It's been about ten years now since it happened. And I wanted to kill him. I wanted to kill him so badly it was why I sought out the Taskmaster in the first place. I wanted the training needed to become the Black Cat, and use my claws to tear out his throat. Punch him until he didn't have a face left." She made a bitter smile. "Maybe even castrate him while I was at it."

"But you never did any of those things."

Black Cat shook her head. "No. I was planning to, but a drunk driving accident beat me to it. And that was what I had thought…until now. When I saw Hybrid's face for the first time."

"He won't hurt you again. I promise. I'll never let him hurt you again." He didn't ask Black Cat if she still wanted to kill him, as it was not a question that he felt he should be asking. Privately though he hoped that, if killing could be avoided it would be. Truth be told, he wanted to see Hybrid dead too for what he had done. But even so, his belief in justice still outweighed his more primal and instinctual desire to help the woman he loved give her rapist the horrible death and one-way trip to any hell there might be that he deserved.

It wasn't the first time Spider-Man had had this moral dilemma. Not even close. The Green Goblin and Doctor Octopus had both been at Spider-Man's mercy in the past for their own atrocities against his loved ones, Dennis Carradine before that, and Carnage too simply on the account of his atrocities against the general populace. And yet Spider-Man found he still wasn't totally at ease with the decision he was making. Never did it seem to get any more uncomfortable, having to choose between justice or revenge. He tried to tell himself again and again that once they won, Hybrid could go on trial for his crimes, including what he did to Felicia, and then he could rot in prison where he belonged. It would be a suitable end to him…wouldn't it?

"I hate him." Black Cat whispered as Spider-Man continued to hug her tightly, with her again resting her head on his chest. "I hate him so much, more than I've ever hated anyone or anything else. I still want…I still want so badly to kill him. And don't tell me that it won't make me feel better, because—"

"It won't though, which is why I _am_ saying it." Spider-Man said. "There is nothing you, or me, or anyone else can do to that monster that will make up for what he did. Nothing that will make your pain go away. I know because I have wanted so many times before to kill some of my enemies for the things they did. And every time I chose not to, because I knew it wouldn't help. I can feel your pain, I can feel it so much that I'd be lying if I wasn't tempted to kill him myself right now. A part of me wants so badly to. But I can't. Not unless there's no other choice. And Felicia…" Spider-Man lifted her chin so that she was looking up at him, tears beginning to form in her eyes. "…I don't want to lose you either. Please don't let me watch you throw everything in your life away by murdering Hybrid. Don't let me see you go to jail for revenge."

"I can't…I can't promise you I won't kill him if I get the chance." Black Cat said simply.

"I know." Spider-Man said. "I'm not asking you to forgive him, or to not hate him. I hate him too. But I _am _asking you, _begging _you even, to not murder him. For my sake and also your own most of all. I can't bear to lose you to revenge. I just can't."

"I wish he'd stayed dead." Black Cat said with a mournful sigh. "I wish he'd never come back."

"So do I." Spider-Man said. "So do I…"

As Spider-Man finished saying this, he continued to hold Black Cat, who pulled up his mask enough to expose his mouth. Spider-Man, still holding Black Cat's chin with his other hand, brought her lips to his, and the two had a slow, intimate kiss that was interrupted when someone knocked on the door. The two reluctantly parted, and Spider-Man even more reluctantly dropped both of his arms to their sides as Black Cat walked over to the door and opened it. On the other end was Azure Spider.

"The boss man says it's time for us to begin our mission."

Black Cat nodded. "I'll be there." She turned to look at Spider-Man. "Wish me luck, Spider."

"Come back safe, Cat." Spider-Man said simply.

"Ever the chivalrous one." Black Cat said with a light smile that, after everything they'd just been through mere moments ago came as such an overwhelmingly welcome sight to Spider-Man.

"Good luck." He added.

Black Cat nodded, and then left with Azure Spider.

_I hope Felicia doesn't run into Hybrid again…for both their sakes._

-X-

"Magnificent, isn't it?" Harry asked Doctor Doom as the two strode through the chrome silver and steel gray walls and floor of the cell-block, the place featuring a fair number of both Capekillers and the smaller variant of the Trask/Oscorp Sentinels making regular patrols or else standing guard over individual cells, not that that was likely even necessary considering the great measures that been taken to ensure that each individual superhero would be staying right in their cell no matter what. The force-fields that stood in place of the usual metal bars were just the beginning in many cases, although concerning more "human" superheroes like White Tiger and the now weaponless Hawkeye, that was all that was required. Others though, such as the Human Torch, got more extreme measures of containment, in the Fantastic Four member's case, a room that was always kept at such a freezing temperature that there would not be enough ambient heat energy for Human Torch to draw on to do anything more substantial then keep himself warm enough to stay alive.

When he saw Doctor Doom with Harry Osborn, he scowled. "Doom. Should have known you'd be in bed with this ass-h—"

"Silence, Jonathan Storm. I am here to see if Osborn has lived up to his word, not to listen to your spite or vulgarities." He then turned to face Harry: "As it stands, I believe you have indeed succeeded in eliminating my enemies…for the most part. I still wish to know where Richards, Stark, and King T'challa are. So long as they are active, they remain obstacles. And so long as _that _is true, I shall continue to withhold that which you seek from me."

"Must it truly be such an all-or-nothing affair?" Harry asked, feigning hurt at Doom's words. "Can't you give me some of the components I request, and then give me the rest later once I finish off the others?"

"_No._" Doctor Doom said simply but sharply, to which Harry sighed. "Oh, very well. But you know, the Black Panther won't be out of sight for long. He'll likely try to liberate all of his captured friends, which will in turn make it very easy to capture _him._ And as for Stark, I've got something very special for you…"

Harry walked off to the left, and Doom followed without a word. The two went down several more hallways and then down an elevator that led to a cavernous room several floors down that held inside it a crude-looking apparatus that pulsated with a blue light that was the room's main source of (weak) illumination. And laying there, sweating profusely, his arms limp and useless at his sides, a painful looking device on his head, and with a massive, ugly black tube sticking out of the area of his chest where his heart would be, was none other than Tony Stark.

"Stark…you subdued him after all."

"In a manner of speaking." Harry said with a sly smile as he recalled the events that had led to his successful defeat of the so-called "Invincible Iron Man".

"He was the first one, you know. The first one to deduce what my plans were, and the first one to try and stop me before I could realize them. He failed, as you can see. Chalk it up to badly underestimating me. He wasn't counting on me to have Ultron and the Sentry on my side. And now, he's here; stripped of his arc reactor and with this little thing I cobbled together keeping him alive instead. But only barely as you can see. Wouldn't want him getting any ideas after all."

"I am surprised you chose not to execute him." Doctor Doom noted off-handedly.

"I plan to, in good time. But I did need to keep him long enough to…leech some information out of that head of his. He tried to resist of course, but in his weakened state he just can't resist hard _enough_, and my machine that you can see there on his head is a more than adequate substitute for any telepath. I got what I wanted from him, giving me the resources and instructions needed to make all of this." Harry motioned to indicate the whole of the chamber and by extension, the whole of the Number 42 prison. "…and so much more besides. I confess the idea to make what I am working on now was not entirely my own. Stark's own thoughts provided an excellent blueprint if I do say so myself."

He turned to look at Stark. "It must bother you, I imagine. To see your own ideas be hijacked by someone like me." Harry's smiled widened. "…or perhaps, even more wounding to you, is the fact that so many twisted ideas are not originally mine, but _yours. _That you, Tony Stark, are the mind that birthed this prison, so many of my new weapons with which I hurt your friends and others, and the weapon with which I intend to claim power beyond even the most ambitious of men's wildest dreams."

Tony Stark said nothing, merely glaring at Harry but also looking like even this one gesture took energy his now sickly and weak form did not have. The sight of it caused Harry's smile to widen again before he turned back to Doom. "As you can see, I have Stark well taken care of, and Black Panther will fall into my net in good time as well."

"That still leaves Richards, though." Doctor Doom pointed out, his tone going a long way towards masking whatever pleasure he might have had at seeing yet one more of his recurring foes indisposed.

"Why don't I leave him to you to finish off?" Harry suggested. "After all, your hatred of the man is legendary. Why cheapen it by letting _me _get rid of him? Surely, with his teammates removed from the equation along with most everyone else who could threaten us, he is now fully within your power to crush like an ant under heel? This can be your chance to finally best him yourself once and for all."

Doctor Doom considered this, just as Harry had been counting him to do. He knew that, clever and brilliant as he is, Doom's ego was one obstacle the monarch could never seem to overcome. A trap he would fall into time and again, regardless of all the times it had cost him in the past. He was, Harry found to his amusement, very much like a small lab rat who could not resist going for a delicious piece of cheese laid out before him, no matter how many times the scientist shocked him to get him out of the habit. But of course, he kept that particular analogy to himself.

Finally, Doctor Doom answered: "Find me Richards, and bring him to me. Then I will give you all that you want."

Harry fought hard to keep from scowling. _Damn. He didn't take the bait. At least, not entirely._

But, ever maintaining his façade, Harry said: "I will do my utmost."

Privately though, his other voice whispered: _You're plan's starting to fall apart, boy._

_Don't get any ideas. I'll still get what I want out of Doom in the end._

_Need I remind you, that we do have something of a timetable? Loki still expects his reinforcements, and if we don't have the Dusk Sword made by then…_

_We **will **have it made. My mind-leeching of Stark along with my **own **intellect has allowed me to get some of the parts I need ahead of time. Doom won't need to give us as much now._

_He'll give us nothing at this rate._

_I have this situation well in hand…_

_HA! Don't play the self-assured chessmaster with me. We're both at risk right now._

_Careful. I'm still the one in control here._

_Yes, but how much longer will that last, I wonder?_

-X-

"I hope you're ready for this, junior." Black Cat said as she and Azure Spider made their way through the streets of New York, the former wearing a long trench-coat over her costume and with a hat and glasses being used to further conceal her identity. For his part, Azure Spider carried his armored suit inside an old briefcase and was now wearing the non-descript black shirt and pants that represented the underarmor of his outfit.

"Don't call me that." Michael said simply as the two continued to walk. Felicia sighed and said: "Look, Michael I…I know this must be…well, difficult for you. Having to adjust to this time, this world, to _me, _but…I want you in my life. I may not have actually given birth to you, but I still…I still think of you as my son."

Michael said nothing in response to this, merely walking along with Felicia right behind him in total silence. It was only when they neared the Oscorp building though that Michael said: "I saw this building so many times growing up. I saw how, even when everything else burned or crumbled or faded away, that damn tower still stood, as though it's master could from there oversee all of the destruction he'd caused."

"Don't worry; when we're done, they won't even be renting this space out to ambulance chasers."

"I hope so." Michael said, though his tone didn't sound very hopeful, or all that optimistic. It was as though, to Felicia's ears, her son from another world had never learned how to feel such emotions. To have any kind of hopes or dreams for the future. After all, what future was there to be had in his world?

_But there will be in ours. He'll see. Peter and I will make sure he gets the life here that he never had before._

"So…" Michael began. "…you remember the plan?"

Felicia nodded. "I do. I'll go in through the sewer system that leads to the sub-levels of the building while you go through the front door. We meet back up in the basement between the first floor and the sub-levels, and then work our way up to the top. Easy…aside from, you know, all the mail-order henchmen Harry will no doubt have all over the place."

"He may also have other kinds of minions, such as more of those symbiotes…"

Reminded of Hybrid at the mention of symbiotes, Black Cat grimaced before saying: "Suit has built-in sonic emitters now, remember? And don't worry; I won't seize up again like last time."

"About that…"

"it was _nothing._" Black Cat said, before then realizing how harsh her tone sounded and saying: "Sorry, Michael. Just old wounds. But it won't happen again. I can do this."

"I hope so." Michael said, and Felicia did indeed hear some measure of concern in his voice. Not necessarily enough to indicate that he'd come to accept her as a mother, but it was a start.

"Good luck Michael." Felicia said before taking his suitcase containing the armor and gadgets that would never get past a metal detector and then going off to where she could make her way into the sewer system.

"You too." Michael said before then composing himself and walking through the front doors of Oscorp.

-X-

The sewers proved to smell every bit as awful as Black Cat had imagined them to, but this didn't dissuade her. Using her clawed gloves to scale the walls, she steered very clear of the sewer water as she made her way through the many snaking tunnels to find what she was looking for.

The way the sewer system was set up, or at least the part of it Black Cat was now in, featured larger and wider tunnels that eventually led to a sort of ramp that a small truck could conceivably been driven through, transporting all manner of illicit materials that could not be seen entering Oscorp through the front door, or of course be anything that would ever make it past any inspection. In the event their tunnels were ever exposed, Oscorp could easily cover themselves by claiming that it was a kind of waste disposal system, supported by how their trucks looked like garbage and waste disposal vehicles, including the one that passed by that Black Cat clinged to the rear of to avoid being seen by the men standing guard over the exit.

Black Cat waited until the truck got nearer to the exit, also noting with silent relief that there was only two gunmen. They held out their hands to stop the truck, and the vehicle came to a halt. As one gunman went near the truck to inspect it, Black Cat waited for him to come to the rear before she grabbed him and slammed his head onto the car with sufficient force to knock him out. This also caused a fair bit of noise that attracted the attentions of the men in the truck, one of whom drew a handgun. The other guard too was alerted and rushed forwards to confront the attacker. Black Cat circled around and fired her grappling hook at the man's gun, managing to latch onto it and then yank it out of his arms with one tug. Panicking, the man reached for his back-up and opened fire, but Black Cat evaded the single bullets in time to close the distance and knock him out with punch.

She had the good sense to move just as the driver of the truck opened fire with a handgun of his own. Black Cat then fired her grappling hook through the lowered window and right into the driver's shoulder. He cried in pain and dropped his gun as he used that hand to clutch at his opposite shoulder.

"ARGH! You bi—"

Black Cat cut him off by first pulling the grapple out (which caused the driver to scream even louder), and then rip the car door right off followed by her grabbing the driver and hurling him into the wall behind her, which he slammed into with such force as to be knocked out. The passenger in the vehicle tried to grab his companion's gun, but by the time he undid his seat-belt and reached for it, Black Cat had already closed the distance. She grabbed the man's gun hand, and with just a soft squeeze, applied such crushing pressure that the man yelped like a struck child and dropped the gun. One punch to the face after that knocked him out.

_I can't believe I'm saying this, but thanks again for the suit, Tinkerer. _

With all of her opponents down and out, Black Cat grabbed the security card of one of the downed guards and used it to open the doors (along with pressing the man's hand to the panel for the fingerprint identification). She backtracked to grab the briefcase she'd dropped when she stuck herself to the truck and then went through the door. Once she did, Black Cat found herself going up the winding set of stairs, before then coming to the sub-level. Once there, she saw rows of cages, each one containing a hunching, snarling, green-scaled beast with claws and a tail, which to Black Cat came out as looking an awful lot like the Lizard as Spider-Man had described him to her. And standing guard over these creatures, as well as periodically striking their cages with electrified batons, were men who Black Cat identified by their uniforms and logos as Oscorp Security.

"Nasty things." One of the security guards said, clear disgust but also weariness in his tone as he and his companion again struck at the cell's metal bars with their electrified polearms and the humanoid lizard again snarled at them.

"I think that's the idea." The other man said, his tone also weary and long-suffering. "The big boss wanted soldiers that were stronger, tougher, and just downright nastier than any person. And that's what he got."

"Wonder how he did it."

"Hell should I know. Through science I guess."

"'Through science?' That's seriously the best you can do?"

"Hey, I don't see _you _coming up with any great theories Einstein!"

"Aw, shut up Malone. Just keep watching these things and make sure they stay well-behaved."

"I'd feel a lot safer about that if we were actually carrying guns."

"Their hides are too thick for bullets, or so they say. That's why we use these things instead."

Smiling as she heard this last bit, Black Cat chose that moment to make her presence known. "No guns, you say? That just made this a hell of a lot easier…and funner."

At this, the two security guards whipped around to see Black Cat standing there, black and white gloved hands confidently on her hips as she dropped the briefcase and eyed the two security guards, who were soon joined by quite a few others. As in, well over a dozen other men all wearing the uniforms and helmets of Oscorp Security and all brandishing the same electrical prodders. Black Cat counted at least sixteen, possibly more.

"I suggest you back up into one of those cages over there, before we decide to _really _hurt you."

Black Cat kept up her smile. "Try me."

-X-

"Did you get what I asked for?"

Yellowjacket nodded. "Sure did. It won't take long to get them all back to their original sizes either."

"Good, because the sooner Reed and I can finish this, the better."

"You're still confident the device will work?" Mr. Fantastic asked.

"Well, if _you _don't have faith in it then I don't know what _I'm _supposed to think. But at this point, it's all I can think of."

"We may just have a back-up plan after all though." Nick Fury said, at that moment stepping forward.

"Well in that case, let's here it."

"Shocking as it may sound, not everyone in SHIELD forgot I existed after I was forced underground. Those within SHIELD that are still loyal managed to leak word out to me and Hill: we know where it is the captured superheroes get sent. It's a place in the Negative Zone called 'Number 42'."

At the mention of this, Mr. Fantastic's eyes widened before darkening. "No…how…how could he have…?"

In response to Mr. Fantastic's remark, Nick Fury's one eyebrow raised. "There something you want to tell us, Doctor Richards?"

Mr. Fantastic hesitated for a moment, shame appearing on his face before he nodded and said with a sigh: "Number 42 was…was an idea, that Stark and I came up with once. It was called Number 42 because, well, it was the 42nd idea we brainstormed together. It was meant to be the one prison supervillains could never, ever break out of. Hence why we had it be set in the Negative Zone. It was an idea we never implemented though, for a few different reasons. I don't know how Osborn was able to learn of it's existence though, because Stark and I never told anyone. Unless…" Mr. Fantastic's eyes widened once again. "Oh no…Osborn must have gotten Stark, gotten him to divulge what he knew…"

"Hard to imagine someone like Stark breaking easily." Fury said, before adding sadly: "But I guess we all have a breaking point."

"Somehow, I doubt he got the information out of him through torture. He'd want to make sure the information was genuine, reliable. And torture tends to not yield such information. More likely, he found some way of extracting it right out of his mind."

"Telepathy?"

"Probably, yes." Mr. Fantastic said with a nod before adding: "Though I can't think of any telepaths on record who would align with Osborn, unless it's a new one we don't yet know about. Or perhaps he found some other way of doing it."

"Well, either way, we now know where our friends are." Spider-Man pointed out. "And that means we need to find some way of getting them out."

Nick Fury smiled. "Leave that to me and Hill. You and Richards focus on getting that machine of yours ready. Even with all of the other heroes freed, we'll still need your Captain Universe to deal with Sentry."

Spider-Man nodded. "Understood. But I will say this; if you're organizing a rescue mission, I know just who to recommend."

-X-

Black Cat cracked her neck to one side and kept up her confident smile as she surveyed the scene in front of her that was over a dozen men unconscious at her feet, every last one of them taken out by her, and with the Lizards still in their cages all the while roaring to the sight, just as they'd been roaring to the fight that had preceded it.

Black Cat checked the clock/timer built into her suit and her smile widened. "21 seconds. Not too shabby if I do say so myself."

Knowing that Michael would likely be nearing her position by then, Black Cat picked up the briefcase and began searching around for the stairs leading to the basement. She searched for only a few moments before finding it and then making her way up. When she entered the basement, she wasn't surprised to find a mess of security guards littering the ground, all of them unconscious.

"Not bad junior. And out of costume, no less."

"I'm not dependent on my armor." Michael said simply, stepping forward as he did. "I would still like it back though."

Black Cat nodded and handed her son his briefcase. He opened it and began putting the armor back on. As he did, Black Cat said: "So, did you get any sense of the layout?"

"Yeah; security forces everywhere. And I really do mean everywhere. Osborn's keeping this place guarded tight. And I suspect that these idiots will only get replaced with tougher foes the higher up we go."

"Hey, if we do this right, that won't be an issue. Did you trip the fire alarm on your way in?"

Michael nodded.

"Good. That should thin the ranks quite a bit. Only machines will be left, and I think you and I can handle a few of Harry's tin toys."

"Everything will be in lockdown now though."

Black Cat smiled. "Fine by me. I was already picking locks when I was your age."

Michael seemed unconvinced by this display of bravado, but said nothing, merely putting on his distinct blue helmet in silence. Once he was fully suited up, Black Cat and Azure Spider made their way out of the basement. Once they got onto the first floor, they found that it was indeed deserted, and so the two superheroes had little difficulty making their way through, also using webbing and grappling hooks to make their way to the upper floors with greater speed. Once they got there though, they were met with more company.

"Alert: unauthorized personnel. State your business and registration numbers."

"How's this for registration?" Black Cat asked, before firing her grappling hook right at the first security bot's head. The claw embedded itself in the machine's head, and with a good tug Black Cat yanked it right off. Azure Spider then surged forwards, using his inherited superhuman speed to quickly move from one security bot to the next, pulverizing them into scrap with each swing of a blue armored fist. The security bots attempted to down the two heroes with the guns built into their hands, but their bullets were easily avoided, and most never got the chance to fire anyways. Soon, all of the security bots had been scrapped.

"Bet there's more where these came from."

"Which means we'd best keep moving."

"We should take this route." Azure Spider said, pointing to one hallway. "There looks to be several sealed off labs around there."

"Maybe we should split up." Black Cat suggested. "Each take one part of the building. You comb through the labs on this floor, I'll try and break into the CEO's office and see what I can get from his computer and files."

"Getting into his office won't be easy."

Black Cat smiled. "That's what makes it fun. Relax, I can handle it."

"I hope you're right."

"Don't worry, we can keep in contact via communication."

Azure Spider nodded. "Alright then. Guess we're going with divide and conquer after all."

-X-

"So, let me get this straight…" Deadpool began again as the non-descript van he, Scarlet Spider, Kaine, Agent Venom, and Maria Hill were all in continued to make it's way to the entrance to the building they were about to storm. "…the way to get into this prison…is through another prison? Wow."

"It makes sense that the portal to the Number 42 complex would be in a secure location, and Ryker's Island Penitentiary is a secure location."

Deadpool snorted in contempt and disbelief. "Oh please. Supervillains break out of that place every other Tuesday! Hell, I could break out with nothing but a spatula and my underwear. You can't seriously be trying to say that that place is secure…"

"Well, if it's not, then so much the better. We _are _about to break into it after all."

"Ooh goody! I cant wait to slice and dice! And shoot 'em up! That too!"

"_No killing Wilson_." Maria Hill said harshly. "You people are in a bad enough light right now as it is. The last thing we need to be seen doing is killing civil servants."

"But, but bow am I going to slice and dice and shoot 'em up?" Deadpool questioned.

"Simple, you won't."

Again, Deadpool snorted. "Way to take the fun out of life lady. I wanted to give my rusty, trusty twin katanas a whirl."

_And I thought **Kaine **had violence issues _Scarlet Spider thought as the van finally entered Ryker's in full. No sooner had the truck entered the inside of the penitentiary was it halted by several armed guards. "Alright, open her up. Let's see who we got this time around…"

But when the back of the truck was opened, the guards were surprised to find that the superheroes within were not bound, restrained, or in any way indisposed. Quite the contrary, they all looked ready for a fight. And Maria Hill, taser gun held in hand, looked no different.

"Nothing personal gentlemen. Just saving the world."

-X-

"How's it going in the labs?" Black Cat asked as she continued to make her way through the upper levels of Oscorp, going higher and higher as she aimed to reach the CEO's office.

"_Everything's locked down of course_." Came Azure Spider's voice from the other end of the comms. "…_But I've been doing pretty well as far as giving myself access goes. Most of it seems harmless enough, but I have found a few things that might be interesting_."

"Like?" Black Cat asked as she grappled to another floor.

"_Well, there seems to be some kind of mass-production of some serum or another, along with images simulating the effects it will have on recipients. It seems like they're trying to create some kind reptilian soldiers, like the Lizard from my world…"_

"That's because they are. I ran into some of them down in the sub-level. A _lot _of them, all in cages. I think Osborn's making some kind of army, and those Jurassic Park rejects are the footsoldiers."

"_Oh._ _Well, that would also explain the symbiotes I found."_

"Symbiotes?"

"_Yeah. In vats. They're growing them."_

"Great. Because one symbiote monster in Hybrid wasn't enough…" Black Cat stopped short as she came to a set of double doors that she realized marked the entrance to the CEO's office. Not surprised to find them locked, Black Cat used her old hacking device to bypass the combination needed, but was surprised to find that her device was rejected…and then short-circuited.

_Well, that's new._

Deciding to throw subtlety to the wind (a thing that was never really her strong suit anyways), Black Cat kicked at the doors, hoping the enhanced strength her catsuit gave her would be enough to bring down the doors. Thankfully, they did, the bullet-proof glass doors collapsing and breaking further as they hit the ground.

"_Sounds like you're making quite the fuss upstairs"_

"I didn't have a key." Black Cat replied in a deadpan.

"_Ah."_

"Well, I'm in now anyway." Black Cat said as she walked into the office in full. "I'll see what I can't get off his computer and files."

"_I doubt it will let just anyone access it."_

"Maybe not, but being with SHIELD does have it's perks, namely a few devices that should be able to get past the security measures. With any luck I can hack into the servers and get enough dirt to bring Osborn down."

"_That may not work indefinitely. The servers could end up locking you out anyway."_

"Guess I'll just have to hurry then." Black Cat said, before sitting down in front of the blue-glass table that Black Cat realized was actually one big computer screen, or at least, that was the closest thing Black Cat could liken it to. It did have a keyboard near the bottom, and indeed, Black Cat found she could input an access code if she wanted to. Not prepared to waste time figuring out what it could be though, Black Cat decided instead to let her SHIELD tools do the work and hope that they could.

She started by inserting a kind of bypass into the computer, one that forced it's way past the access code and then began tearing apart the firewalls one by one. Black Cat could see the images on the machine's dashboard flicker and crackle as it struggled to fight off the intrusions, but one by the one, the defenses seemed to fall, and Black Cat found herself having a rising anticipation as she awaited the end result.

As it was, her wait was interrupted.

Thanks to the doors being kicked down, Black Cat saw her attacker coming before he could take aim and fire, and she ducked for cover just as the machine raised it's arm and let loose a spray of machine gun bullets from one wrist. Grabbing the nearby chair, Black Cat hurled it, and was dismayed when it broke uselessly on the machine's metal frame.

"Unauthorized personnel spotted. Resort to termination procedures."

"Termination procedures? Really? Was 'I'm gonna kill you' too uncreative for you? Or do you just like to show your big vocabulary off in front of the ladies?"

The machine ignored her and advanced, opening fire now behind the desk the computer "table" rested on. Moving before the shots could be fired, Black Cat nevertheless heard the shots so loudly in her ears that she felt no comfort at avoiding the shots. Hurling some smoke bombs at the machine, Black Cat found that this only allowed her a mere moment to move in, as the machine began shooting right through the smoke cloud at where she had been right before, clearly being able to see right through it.

_Damn._

Despite this, Black Cat could still get close enough to the machine to strike, only to find with further dismay that her attack only staggered it somewhat. The machine retaliated by swinging one of it's arms out, and Black Cat ducked to avoid it. The machine lunged forwards with the intent to drive it's fist down into Black Cat's head, but again she moved in time, and the machine's metal hand struck the ground with enough force to leave a small crater in it.

Ripping it's hand out, the machine fairly lunged, and Black Cat cartwheeled out of it's way. She grabbed a second chair and swung it as though it were an axe. The machine swatted it right out of Black Cat's hand with one swing of it's fist, and sent the chair flying through the air before it smashed against the wall with enough force to leave it in pieces.

Deciding to try something different, Black Cat waited for the machine to advance again, and this time when it swung out, Black Cat not only ducked, she also slashed at the back of one of it's legs, her claws managing to cut through it's metal and expose some of the wires and inner workings that lay beneath it.

Satisfied with this, Black Cat side-stepped to avoid the next attack and then moved in again, this time slashing at the machine's back and exposing more of it's inner workings and installation. The machine whirled about and struck Black Cat with a swing of it's fist that sent Black Cat flying across the room and slamming into the wall. She grunted in pain and her vision swam as she tried to get back up before staggering. The machine raised it's arm to open fire again with it's gun hand, but Black Cat managed to roll out of the way in time, as she did firing out her grappling hook claw at the gun hand. The claw embedded itself in the hand, which prompted the machine to pull and send Black Cat flying towards it. The machine punched her with it's free hand and Black Cat again went slamming back into the wall, but also tugged the machine forwards a bit due to the the grappling claw still being stuck in it's one hand.

Undeterred, the machine advanced, and Black Cat managed to at last retract the claw back into her grapple gun. As she did, the machine was on her, landing several punches that Black Cat did her best to roll with, even though each one felt as though she'd been hit by a steer.

Finally though, Black Cat ducked under one punch, and it went into the wall of jade that Black Cat had her back to. The machine let out another punch, and this one too went smashing right through the jade wall instead of Black Cat's head. Punishing her opponent's missed attacks, Black Cat slashed at it's back again and again, also side-stepping when needed to avoid the machine's follow-up punches. Finally, as she ducked under another one, Black Cat noticed that thanks to all her slashes, most of the machine's inner workings were now exposed. Deciding to exploit that, Black Cat charged up her catsuit, and built up an aura of electrical energy around one black glove, that she then drove right into the machine's now largely unprotected back.

The effect of this was nothing short of spectacular as a jolt of blue and white surged right through the machine and mercilessly fried almost every last one of it's circuits until even it's photoreceptors blew out like overused light bulbs and smoke started to emanate from it's body before it collapsed outright.

As it fell, Black Cat let out a sigh of relief. It was only as she saw the thing fall did she realize that, upon closer inspection, it actually looked a lot like the Oscorp/Trask Sentinels, only smaller and with fewer weapons.

_Guess Harry decided to keep the mini-Sentinels around as guards. And after the beating this one gave me, I can see why._

Satisfied though that her catsuit's ability to channel electricity through her gloves without making use of the suit's last-resort full-body shock had proven itself when tested, Black Cat turned her attentions back to the computer "table", which miraculously, had been left unharmed by the battle. Even better, Black Cat could see that the last of the security measures had finally been bypassed, and that as such it's contents were now her's to explore.

Black Cat smiled.

_Time to go to work. _

-X-

"Well, this looks to be it." Scarlet Spider said as he and the others came within sight of the portal.

Maria Hill nodded. "That's it, alright. It requires an access code, but fortunately, I was able to get it before I jumped ship."

Indeed, it was mere moments after Maria Hill said this that the portal flickered to life, having accepted the code Maria Hill gave it.

"Now that's just lazy. They should switch out the codes routinely, not have the same one for over a week."

"Good thing they did though." Scarlet Spider pointed out, to which Maria Hill nodded. "Indeed. Alright, just to warn you: the Number 42 prison is meant to keep captured superhumans from getting _out. _It can certainly keep a small handful from getting _in. _Once we go through this portal, we may not come back. I take it you all know that and are prepare to take the risk?"

Scarlet Spider nodded. "I am."

"Same here." Agent Venom agreed with a nod.

"My Healing Factor means I basically can't die, so I'm good." Deadpool said. Kaine was the last to give his answer, which for him was a wordless nod.

"Alright then. Let's move in."

And so, without further delay, the group stepped onto the portal, and in an instant, they vanished. For them though, the experience did not feel quite so quick and inconsequential. Rather, each of them felt as though their sense of place and being in the world momentarily vanished, that their bodies were gone, that all of their substance had disappeared in a flash. And yet, their consciousness still remained as they felt the sensation of hurtling through space and dimensions until at last coming upon the one where the Number 42 prison lay.

"That was fun!" Deadpool said as his body rematerialized. "Let's do it again! I want to have another out-of-body experience!"

"Focus, Wilson." Maria Hill ordered sharply. "We just teleported right into the last place of any of us would want to go."

"Nah, I can think of a few worse places. Genosha, Mephisto's Realm, that old run-down McDonald's down the street from my house…"

"Stop talking or I take hurt you." Kaine said simply, his tone surprisingly unthreatening despite the choice of words. Incredibly, Deadpool actually listened and ceased. Maria Hill seemed to brighten up a bit at this before saying: "I'll go to the portal control room and make sure that we can get out of here once we've freed the others. The rest of you get to the cell-block area and free as many as you can. Ideally, everyone."

"What if there are actual supervillains locked up in here along with the heroes?" Scarlet Spider questioned.

"Then leave them in your cells." Maria Hill said simply.

"I think we should free them too!" Deadpool suggested with an almost manic glee before adding: "It'd be more fun that way."

"Do you always have to be the fool?" Kaine asked in a tone that remained surprisingly non-hostile. Deadpool just shrugged at the question.

"Okay…" Maria Hill said, looking about the circular-shaped room the group had teleported into. "There's a lift-control that should let me send you all to the floor beneath this one. Expect resistance when you get there. I'll monitor your progress once I get to the control room, maybe even help make things easier for you while I'm at it."

The group of heroes nodded in silent consent, and Maria Hill activated the lift controls. Sure enough, the center of the room began to descend, and the group of Scarlet Spider, Kaine, Agent Venom, and Deadpool descended along with it. No sooner did they land did a room filled with Cape Killers, the "miniature" Oscorp/Trask Sentinels, and scores of SHIELD regular SHIELD agents all turn their attentions to the heroes.

Deadpool grinned from ear to ear behind his mask. "Play time!"

-X-

"Mr. Osborn." Came a Capekiller captain who ran up to both him and Doctor Doom before saluting. "Mr. Osborn, sorry to interrupt, but there's been a breach."

"A breach?"

The Capekiller Captain nodded. "Yes sir. A breach of security. Unregistered metahumans have infiltrated the Number 42 complex. We assume they are attempting to liberate their fellows."

"You assume correctly." Doctor Doom said, before turning to Harry: "This may just prove a fortuitous turn of events for you, Osborn. Seize on this chance to eliminate the last of our mutual foes, and I will give you that which you seek."

Harry smiled. "Well, when you word it like that, I'll be _happy _too." He turned back to the Capekiller Captain. "Mobilize the defenses. I want every soldier, every robot, every auto-defense in this prison ready to bring down whoever it was that set foot in here without an invitation. And I want them all in cells of their own when this is over…or with toe-tags. I don't much care either way, so long as they're taken down."

The Cape-Killer captain gave another salute. "Understood, sir." As he ran off to carry out the orders given to him, Harry turned back to Doctor Doom: "You're welcome to partake in the…'festivities', you know. Would give us an even greater chance of succeeding, too."

"Is your confidence in your men's abilities so low that you feel you need Doom's presence to guarantee you victory?"

"…I take it that's a 'no' then?"

"I wish to see for myself if your lackeys are adequate enough to best our opponents."

Harry shrugged. "So be it. I'll be overseeing them to make sure they do it right."

And with this promise, Harry moved off, as he did preparing the many weapons built into his American Son armor.

_I do so hope you're among the would-be liberators Peter. It's been far too long since last I hurt you._

-X-

_"Have you found anything?" _came Azure Spider's voice over the communicator. Black Cat nodded.

"Yeah. Do you want a short list, or a long one?"

"_Anything we can use to bury him?"_

"Again: do you want a short list or a long one?"

_"Maybe I should start with what **I **found." Azure Spider said. "Starting with what looks like some kind of Spider-Man armor."_

"What?"

_"Yep. A red and black suit of armor that looks a lot like Spider-Man's costume. A lot like my armor too, actually, at least in the way it's designed. I wonder if there isn't a connection…"_

"Don't know why Harry of all people want his company to make a suit of Spider-Man armor…they must have stolen it from Peter's lab at Horizon."

"_Too bad. He could have used it."_

"I think it was meant to fight the Sinister Six and not the Dark Avengers, but yeah, I might just agree. As for me, I've found records dating back to over ten years ago. Back when Norman Osborn was still in charge and I was still in High School."

"_And?"_

"It's dirty." Black Cat said bluntly. "Like, _really _dirty. Everything from under-the-table dealings to illegal and unauthorized experiments with human test subjects to some arranged sabotage of rivals. Basically, it's your classic evil corporation. And now we've got the proof of it."

"_Anything connecting to Harry Osborn specifically?"_

"You mean besides the Lizard-creatures in cages I found in the sub-level, along with the illegal shipments brought in by an underground transport that nobody knows about? Yeah. It seems Harry's also been devoting considerable time and money to funding quite a few top secret projects. I made them not-so-secret, and guess what I learned? He's with Hydra. He's their new leader, in fact."

"_Hydra?_"

"Oh right, guess they're before your time. To sum it up real quick: they're a bunch of bad guys. Exist all over the world. We thought they'd been left leaderless last year after they attacked the White House, but apparently Harry's making himself look like a hero wasn't the only thing he succeeded in doing; he also took over the organization."

"_How did you figure that out?"_

"Oh, the little things. Lots of money going into so many different places that don't actually suggest any kind of real scientific research. The recorded dealings with the Maggia, who are probably serving as middlemen between Oscorp and Hydra. Oh, and the encrypted email exchanges between Oscorp and Hydra and AIM. Now not so encrypted. Suffice to say, there's so much 'dirt' here, the only thing I'm afraid of now is whether or not the flash-drive can hold it all."

"_It will take time to upload."_

"Yeah, that too." Black Cat paused when she heard something coming her way. "Uh, how long do you think it will take for you to get to where I am?"

"_Uh, about five minutes, why?"_

"What if I didn't have five minutes?" Black Cat asked as several new Oscorp/Trask Sentinels moved in, these ones each sporting their own set of armaments: one had superheated blades like the one Wolverine had destroyed, a second's photoreceptors glowed an even brighter red to indicate the charging up of laser vision, and the third sported an apparatus from which four mechanical limbs spewed forth, each one ending in either pincers or a blunt end that crackled with electricity.

"…wow. I know supervillains have their petty rivalries and all, but I can't believe that Harry flat out ripped off of Doc Ock's shtick…"

Knowing the one with the laser-eyes needed to be taken out first, Black Cat moved just in time to avoid the two crimson colored beams that shot out of the machine's photoreceptors and proceeded to go right through the window, leaving two neat holes in the bullet-proof glass.

Ducking under one of the other Sentinels as it swung out with it's superheated blades, Black Cat finished closing the distance between herself and the Sentinel with laser vision. It grabbed her by the throat and hoisted her aloft, but Black Cat had been counting on this. With a slash of her claws, she took off the top half of the machine's head before it could use it's laser vision on her, and the Sentinel released it's grip on Black Cat as it fell backwards and collapsed.

As Black Cat landed though, the Doc Ock Sentinel unleashed it's mechanical arms, and the pincers of one arm grabbed Black Cat's ankle before she could move out of the way in time. As Black Cat was hoisted aloft, she slashed at the mechanical arm holding her in place. To her dismay, the arm was not severed. Even worse was the other two that began to charge with electricity as behind her the other Sentinel readied it's blades…

Webbing fired into the photoreceptors of both Sentinels blinded them. Then, zipping forwards in a blue colored blur, the Azure Spider surged towards the one Sentinel with the mechanical arms and leaped over it's other mechanical arms, which went up in a flurry to try and catch and stop the hero. Grabbing the Sentinel's head with his hands as he leaped over it, Azure Spider pulled it right off. The decapitated Sentinel flailed about for a few moments before collapsing, releasing Black Cat in the process.

The third Sentinel surged forwards with it's superheated blades, engaging Azure Spider as two more Sentinels ran forwards at that moment, these ones featuring superheated blades on their arms as well. Black Cat ducked under the swinging attacks of one and then leaped to the side to avoid the other. Knowing that two Sentinels with superhuman strength, speed, and durability plus those blades that even her catsuit would be helpless against would be beyond her ability to defeat, Black Cat decided to stay on the evasive.

Again and again the Sentinels lunged, and again and again Black Cat ducked, spun, or straight up leaped into the air to avoid them as they came. Finally though, Black Cat got an opening and slashed at one's leg, exposing most of it's inner workings. The Sentinel retaliated by slashing out with one of it's blades, but Black Cat jumped backwards and avoided the attack. The Sentinel next attempted to make a series of whirling slashes and movements, but Black Cat stayed out of range until she had gotten behind the Sentinel and charged towards it. Again it swung out it's arm to eviscerate her, but Black Cat had anticipated this and moved in time. She then slashed at the Sentinel's chassis before then ducking under it's blades again, spinning around, and slashing at the back of it's head.

By now, Azure Spider had left the Sentinel that attacked him several pieces, and turned his attentions to the one Black Cat had already left damaged. Shooting several web-lines at it, Azure Spider wasn't surprised that the Sentinel was still able to react to the web-lines in time to slice them, but this did leave it open to an attack from Black Cat, who hit it as hard as she could. The Sentinel's head snapped back, before then snapping forwards. When it did though, Black Cat slashed at it's neck with her claws, weakening it enough that a follow-up punch knocked it's head clean off.

The third Sentinel lunged, and Black Cat only barely ducked in time, the searing heat of the machine's claws warming her face as the blade came mere inches from it, also severing a few locks of her white hair and leaving them singed and burned. Black Cat snarled as the burning smell filled her nostrils and she saw some of her hair fall to the ground. The Sentinel rapidly turned and tried to decapitate her, but Black Cat ducked and struck out with another punch. The Sentinel responded by slashing out before Azure Spider shot web-lines at it's arms to restrain it. The Sentinel struggled with Azure Spider before the hero tugged hard enough to bring the Sentinel closer to him. From there, Azure Spider began pummeling it as hard and fast as he could, smashing into it's armored chassis until the machine was left thoroughly battered, large depressions adorning it's form and part of it's head being crushed. One of it's photoreceptors had even blown out.

Deciding to step in and pay the Sentinel back for her lost locks of hair, Black Cat aimed her grappling hook claw and fired it right at the Sentinel's now badly damaged chest, the claw embedding itself into the machine.

"**_Get over here!_**" Black Cat shouted as she pulled with her full enhanced strength to send the Sentinel right into her path, and also right into a punch that went right through it's damaged forehead and pulverized it's mechanical brain. Black Cat pulled her hand out, taking wires and crushed up computer chip with her, and then the Sentinel collapsed, the heat vanishing from it's blades.

"...I always wanted to say that." Black Cat remarked with an amused smile before turning to her "son": "You kicked ass. Your...your father would be proud."

Azure Spider was tempted to say his mother as well, but as he looked into the face of the woman who was another her, and knowing how much she herself wished to be seen that way, chose to say instead: "Thanks. You're pretty good yourself."

"That's what the best hand-to-hand training, catsuits made by the Tinkerer, and wonderful toys money can buy will do for you." Black Cat said, keeping up her amused smile before saying more seriously: "Did you manage to record anything you saw?"

Azure Spider nodded. "Yes."

"Good. Then I'm thinking I'm going to get what that flashdrive and the two of us can get the hell out of here. They probably know there's no fire by now, which means both Oscorp security and probably also Capekillers are going to be coming back into the building."

"Let's hope everything we got will be enough."

"Right now, I'm more worried about the others. I hope they've been doing as well as we have..."

-X-

"Hill! Are you still with us!?" Agent Venom asked as he continued to fire out black bullets into the sea of Capekillers and mechanized forces that faced down him and his team. He made sure the rounds that hit the former were made more "rubbery" so as to not be lethal, whereas the machines he went all out, the black bullets shredding through them like they were made of paper and straw.

Agent Venom's question was met with static before, mercifully, a voice came on: "_Yes, Agent Thompson, I'm here. How's your team doing?"_

_"Bad." _Agent Venom said as his symbiote weathered more bullets, lasers, and tranquilizer darts that struck him in generous amounts. "...we're completely outnumbered, and I don't think we can just dodge or tank shots forever, especially with American Son being on his way. We need more people on our side."

"_Well, you're in luck. I've pinpointed where the Invisible Woman is located. Make freeing her your top priority."_

"Invisible Woman?"

"_Yes. She's the most powerful member of the Fantastic Four by far, and in all likelihood the most powerful person in that prison period. If you free her, you can stand a chance."_

"I hope you're right Hill." Agent Venom said as he continued to fight his way through Number 42's assorted defense forces. Once the hallway was cleared of opposition, Agent Venom gave his team their new orders and they pressed on, going in the direction Maria Hill said Invisible Woman's cell was located. As they continued to make their way there though, the resistance only seemed to get more intense, with shots coming in from all directions and even the incredible agility of the Spider-Man clones being put to task as they did what they could to dodge every shot. Deadpool, for his part, just waded right into the thick of it, taking as many shots as was needed and powering on through, such was the strength of both his durability and healing factor.

"Hey! 'Waded through'. Ha! Nice play on words! 'Cause, you know, my name is _Wade _Wils-"

"_Shut up!" _Kaine shouted as he punched one Capekiller so hard he sent him flying right into the ceiling of the hallway, and then striking several more so hard he sent them falling backwards like dominoes.

The fight spilled out of the corridors and into a larger area, one that featured massive conduits that rose several feet into the air, and with a yard filled with more enemy forces. As the group found themselves again coming under heavy fire, Agent Venom radioed Maria Hill again: "Hill, there's got to be a faster way of doing this! There's so many guards here we're never going to get through them all! And even if we do, it'll give American Son enough time to close in on our position. And there's no way we can fight him off!"

"_Hold on. I think I found something; in the area that you're in, there are power cables. Exposed ones."_

"I see them." Agent Venom said as he only narrowly ducked and weaved out of the way of several more ranged attacks of various kinds.

_"Destroy them. If you do, it will open up all of the cells in the wing, including Invisible Woman's."_

"Will it free everyone who's locked up here?"

_"Most of them, yes. Everyone who's imprisoned on that floor."_

"There aren't any supervillains included in that are there?" Agent Venom asked as he bowled through several more Capekillers while simultaneously gunning down any and all Sentinels and Drones he saw as they came into view.

"_There are, but it's the only other way to free the heroes. Unless you think you can get past the resistance in the yard sooner..."_

Agent Venom looked around and saw Kaine and Scarlet Spider continue to struggle to avoid the sheer number of shots being sent their way, how they were being pushed so far past their usual limits as so many shots came so close to hitting them dead on the target. Part of Scarlet Spider's costume in particular was torn, and bits of his blue hoodie were singed from stray attacks. Even Deadpool seemed to be slowing, his Healing Factor struggling to keep the sheer amount of drugs and lead now in his body at bay.

Agent Venom shook his head as he punched another Capekiller out. "No, we can't do that. I'll take the risk." And so, Agent Venom aimed his black guns at the tall conduits, and fired.

No sooner did the black bullets reach their target did the cables explode in a shower of sparks and the entirety of the conduits shut down. When they did, the cells' energy fields, bars, and other means of keeping their occupants contained deactivated, and when they did, the various superheroes locked up needed little time to get their bearings before all deciding on one very simple thing.

It was payback time.

Not long after the cells were sabotaged did a torrent of fire surge through the area, creating a circular ring of flame that protected Agent Venom's team and kept their assailants at bay. Flying into action came the source of the flames, heralding the arrival of all of the other liberated superheroes. Iron Fist leaped into the fray, unleashing his martial arts prowess and chi-enhanced strikes on the Capekillers, Drones, and even Sentinels, with his friend Luke Cage bowling over or else tearing through any that his long-time friend missed. Next came Wolverine, who also tore through his share of opposition with adamantium claws. Then came the Falcon on crimson wings, flying low to the ground so as to plow through his foes, and White Tiger, who sent out a kick to one man's head followed by a sweeping kick to bring down another man.

And there were other heroes too who came forward to join their fellows, even those who had been robbed of their weapons and gear but could still fight all the same. And last, but certainly not least, was Bucky Barnes, still in his Captain America costume minus the mask and with his mechanical arm powered down so that it had the strength of a "normal" arm. But this did nothing to decrease his fighting spirit, much less skill.

Soon, the small army of superheroes had effectively torn through all of the opposition in the yard, and it became filled with both the scrapped ruins of destroyed Drones and Sentinels, and the unconscious forms of dozens upon dozens of Capekillers. Once they were all down, Agent Venom radioed Maria Hill again: "It's done. We freed the heroes. Some of them are without their gear though. Any idea where we can find it?"

"_Checking...all of the confiscated equipment will be kept in the vaults. Those are on the lower floors, and you can expect more resistance down there."_

"That's okay." Agent Venom said. "Our team just got a good bit bigger."

"Making it all the more satisfying when I crush you all under heel."

At this, the various heroes turned to see American Son flying into view in his armor, and with him were more Capekillers, Sentinels, and Drones. "Since you all found prison so impossible to bear, I think we'll see if Capital Punishment is more to your liking." He turned to his army of followers. "Kill them a-"

American Son was cut off when the vast majority of his forces were flattened by an unseen force that drove them deep into the ground and left the human troops unconscious and the mechanized ones smashed into scrap. Instinctively turning to look behind them, all present saw the Invisible Woman with her hand outstretched and a look on her face that made it clear she was in no fine mood.

"You all get out of here. I'll hold Osborn off."

"But sis..."

"Go!" Invisible Woman ordered. "I'm the only one powerful enough to fend him off, and you need to free the others. Just go, I'll be fine."

"No, you won't." American Son said coldly before firing out several crimson colored repulsor blasts at Invisible Woman, who caught them on her force-field.

"She's right, we can't take Osborn in that armor of his. We need to move." Bucky said, to which Agent Venom nodded. As the group of heroes moved off though, Human Torch decided to stay behind.

"The rest of you go on without me. I'm staying to back my sister!"

Bucky nodded to this and then led the group of heroes through the now abandoned cellblocks. As they left, American Son stared down the Storm siblings.

"So it's just you and me then, eh? Fine. Any good friends of Spider-Man..."

American Son unleashed a flurry of repulsor blasts at Human Torch and Invisible Woman that the former dodged and the latter blocked via force-fields.

"...are people I'd be more than happy to kill as painfully as I can."

**Author's Notes: And there you go. Nice, long, action-heavy chapter. Not a lot of Spider-Man though, funny enough. Don't worry; the title hero will be taking center-stage again soon enough. But I figured that, with so many players on the stage, they each needed to play their respective parts. Hope I didn't disappoint on that front.**

**And yes, we will be seeing Black Panther and good Green Goblin again. Can't leave those two out after all. Especially when they're favorites of mine.**

**And of course, trivia:**

**1\. Francis Klum is indeed a Mysterio in 616, namely the third one. In my Marvel Universe, he's Mysterio#2, but his very messed up past (at least parts of it) are kept intact for Earth 763, along with his having had a surprisingly close moment with Black Cat where they each confided in one another about how they'd been victims of sexual violence.**

**2\. The Number 42 Complex was indeed an idea conceived by Tony Stark and Reed Richards, and also Hank Pym, in 616. It was created during the events of _Civil War, _the SRA-based conflict in 616 (as opposed to the SRA being used in Dark Reign in my MU). It had the same purpose, and also featured in Marvel Ultimate Alliance 2, which is based around Civil War. Excellent game, I recommend it. Not as good as MUA1, but still a fine game in the end. **


	13. Game-Changer

Chapter 12: Game-Changer

"We need to get to the vaults with ideally as little in the way of resistance as possible." Bucky Barnes said as the group of heroes continued to make their way through the halls of Number 42. "You still with us Director Hill?"

"_Ex-Director, and yes, I am. There should be a lift near where you're at. I'll keep directing you from there. Expect to encounter more of Osborn's men along the way though."_

"So long as none of the Dark Avengers are here with them, I think we should be okay."

"_They're not." _Maria Hill said. _"I've been checking every inch of this place via security feeds and I can't find any sign of them."_

"Well that's a relief."

"_Maybe, but it does mean that our friends back in New York may have to deal with them again…"_

-X-

"What's the good word Junior?" Black Cat asked as Azure Spider finished peering over the edge of the floor they were on.

"Lot of armed men. And they're getting closer."

"Hope you know how to take people out without being spotted."

"Not sure why that's necessary. I can dodge bullets, and my armor will protect me from whatever I can't dodge. Don't see why I have to be stealthy."

"Well, the thing is, your poor old mother's not as agile as you, and my catsuit may be more durable than it looks, but it only protects so much. Me and M16s or whatever those thugs are carrying don't mix well."

"Then just hang back and let me handle things."

And then, Azure Spider webbed his way onto a nearby wall and waited for some of the first security forces to run up the stairs and get closer to his position. Azure Spider then web-zipped towards them, dodging their bullets as he went and making swift work of all three of them the second he got within striking range. Two more came up and opened fire, and Azure Spider dodged their shots as well before firing webbing into their guns and then once again closing the distance and pummeling his foes in short order.

Smiling at the sight of her "son" in action, Black Cat followed him, but also made sure to not get too close as she continued to watch Azure Spider tear through more and more of Oscorp's security, fighting with the level of strength and speed that Black Cat had grown used to seeing in her lover Spider-Man. But she could also see the differences between the two along with the similarities. As one man getting the butt-end of his rifle in his mouth and another receiving a dislocated arm showed clearly, Azure Spider was not entirely like Spider-Man. He was more brutal, more feral. Possessed of less in the way of restraint and more in the way of anger that was unleashed on foes in the absence of a more proper direction. Once again, Black Cat found herself hoping that when the fight against Harry Osborn was all over she could give her son a future worth living in.

_But first things first. _Black Cat thought. _First we get the hell out of here. Then we bring down Harry. And **then **we think about the future._

Making her way down as her son continued to clear a path, Black Cat unleashed her own arsenal of gadgets in conjunction with her fighting skills and enhanced physicality on Oscorp's security forces, taking down any that Azure Spider didn't hit the first time.

_Here's to checking the first item off the list._

-X-

"Not that I don't mind being completely out of my chosen area of expertise and all…" Hawkeye said sarcastically as he struggled to fend off the attacks of a Capekiller intending to pummel him. "…but can we please hurry it up as far as getting to the vaults goes so I can actually _be _Hawkeye and not just a low-grade brawler in a purple costume?"

"We're working on it." Bucky Barnes said in an exasperated tone as he fought his way through more of the Capekillers, his own fighting ability being such that he managed himself far better than Hawkeye did.

"How far are we to the vaults, Hill?" Agent Venom asked as he swatted Capekillers and Sentinels aside with swings of his black arms.

"_Not too much farther." _Hill said before adding: _"But, I feel I should stress that it is called a vault for a reason. An energy field protects the door, which itself is apparently made of weapons-grade vibranium shield. In other words, you're not getting it open just by hitting it. You'll need a passcode. Oh, and there's high-powered turrets along with the usual Capekiller and Sentinel guards."_

"Swell." Agent Venom said in a tone that was as much weary as it was sarcastic. "I don't suppose you could help with any of that?"

"_I'll do what I can to bypass the vault door's energy shield, and maybe also shut down the turrets while I'm at it. But bypassing the vault door's password may take more time."_

"Why can't anything ever be easy?" Agent Venom wondered aloud as the group of superheroes continued to fight their way through more of the prison's defenses. One Sentinel rocketed forwards on jet-boots with the intention of punching Agent Venom's head right off, but the hit only succeeded in sending Agent Venom backwards a bit and dazing him somewhat. Swiftly regaining his footing, Agent Venom cracked his head to one side and asked: "Is that it? I used to get hit harder then that at high school football games."

And then, with a single punch of his own, Agent Venom drove one black fist right through the Sentinel's chest before then ripping it's mechanical "heart" right out and for good measure, blowing away it's head with shots fired from his opposite hand, before then firing more shots into other Sentinels as they came into view. Luke Cage too was fond of tearing the Sentinels apart, helped in this respect by Iron Fist's chi attacks and Wolverine's claws, the latter two pausing only to dodge some of the Sentinel's more devastating attacks.

"Keep bringing 'em in!" Wolverine roared with what sounded like a borderline sadistic level of glee. "I _love _trashing these damn things! Means I don't get to hold back!"

"Yeah, but it also means that there's probably a lot more where these glorified training dummies came from." Hawkeye noted as he only narrowly missed one Sentinel's attack before Luke Cage grabbed it and pulverized it. Hawkeye for his part engaged another Capekiller and again found himself struggling to force him down.

"Man, I wish Natasha was here right now. Or Daredevil. Hell, I'd even take that smart-ass talking raccoon right about now. At least _he_ always carries a huge gun…"

"Take that, and that, and _that!" _Deadpool shouted with manic glee as he waded through the throng of Capekillers and Sentinels, all the while being terribly, terribly, tempted to bust out his guns or else _really _cut loose with his katana blades, but of course with him being surrounded by "babysitters" that would never be allowed. Even so, Deadpool was content to unleash as much of what he liked to call "Awesome-Me-Martial Arts-Power" as he possibly could, even at times straight up cackling with demented pleasure as he continued his assault.

"Heh, heh, heh! Yeah, that does sound like me." Deadpool said as he ducked under a swing from one Capekiller's electric prodder before then severing it with his katana and kicking the man back. The act of severing the prodder sent a shock through the metal sword that gave Deadpool a bit of an electrocution, but as with his other injuries up to that point, he just took it, waited for it to heal, and pressed on.

"Ah, gotta love those Healing Factors. Gives writers an excuse to never kill us off! We can just heal, heal, heal. Like a White Mage who never runs out of spell points…"

"I swear, if we ever get out of here in one piece, the first thing I'm going to do is strangle him." Kaine said

"You're gonna have to get in line." Deadpool said as he bisected one Sentinel with slashes from his katana.

"How are things going on your end, Hill?" Bucky Barnes asked as he parried an attack from one Capekiller before then beating him senseless.

"_Well, I got the turrets to shut down at least. Door's being stubborn though, and so are the energy shields. But I'll keep trying."_

"Better hope it works." Bucky noted as he downed yet more of the Capekillers. Eventually, the group came into another, larger room that did indeed feature a large metal door that had a thin, pink-colored energy field over it. And there were indeed turrets in place, mostly on the ceiling but some on the ground next to Capekillers that were currently trying to figure out how and why they'd shut down.

Seizing on the opportunity, Scarlet Spider and Kaine webbed up the Capekillers and then helped clear out the others who came running in. Unfortunately, the force-field and door still remained in place.

"Hill, we're here. But both the field and door are still in our way."

As Bucky Barnes said this though, the energy field dissipated.

"_You were saying?"_ Maria Hill asked with just a hint of satisfaction in her voice.

"Touche. But what about the door?"

"_It's protected by a passcode. I can try and bypass it, but…"_

It was then that Scarlet Spider and Kaine's spider-senses started to buzz again, and while Kaine reacted by firing webbing at the sources of his buzz, Scarlet Spider fired web-lines at Hawkeye and Falcon to pull them out of the way as turrets unleashed a withering hail of bullets. Deadpool simply dodged out of the way. Wolverine and Luke Cage weren't so quick, but their respective power-sets ensured that they didn't come out too worse for it.

"_Damn! The turrets are reactivating!"_

"The door, Hill…" Bucky said as he too dodged shots from the turrets as Agent Venom tried to blow them all away via more of his black bullets.

"_I can either shut them down again or keep working on the door, but I can't give you both. I'm not a great multi-tasker."_

"We can worry about the door once these turrets are out of the way. Shut them down!"

It was a few moments later that the turrets deactivated a second time, and when they did, the heroes wasted no time scrapping the last of them.

"Alright, that's out of the way." Bucky said. "Now about this door…"

"It needs a passcode." Came a familiar Russian voice that prompted everyone to turn around. Sure enough, there was Black Widow, incidentally looking just a bit banged up on the account of a few bruises on her face along with a slight cut over one eyebrow and another on her cheek next to one of the larger bruises.

"Natasha. Hope you're not here to try and take us down."

Black Widow shook her head. "No. Osborn's a monster, and the SRA a sham. Now that I recognize both of those things, I'm back on the right side. And in fact, I have some information you'll all be interested in."

"Which is…?"

"Not here." Black Widow said simply. "When or if we make it out of here, _then_ I'll share what I know. For now, let's get this door open so you boys can get your respective playthings back."

Striding forwards with her usual confidence, Black Widow put in the passcode, and sure enough, the armored door slid open to reveal a vault that did indeed contain everything from Hawkeye's quiver, bow, and arrows to Captain America's shield. As everyone set about rearming and reequipping themselves, Black Widow added: "There are more heroes being held captive elsewhere. And I'd imagine they'll want their gear back too. I'll free them, but I'd rather not do it alone. And not to mention someone has to stay here and guard the vault."

"And what do you expect the rest of us to be doing?" Bucky asked as he re-donned his Captain America mask and also the iconic shield.

"You, Logan, Mr. Cage, and Mr. Rand will be going down to the lowest level of the facility. There, you'll find Tony Stark."

"Stark? He's here?"

Black Widow nodded. "Yes. I couldn't get to him, and you can expect he'll be under heavy guard."

"Hill, can you confirm any of what Widow's saying?"

"_Cameras are definitely picking up other contained metahumans. I'm seeing Moon Knight, Spider-Woman, and the Slingers still locked up in their own cells. Fortunately, when you destroyed the power cables their cells got shut down, so now the only thing keeping them captive are their armed guards. If some of you can get over there and deal with them, they'll be good to go."_

"Then I'll go." Black Widow said. "And I'm bringing Clint and Wilson with me."

"Whatever you say Nat." Hawkeye said, nonchalant as he finished loading his quiver.

"What about Stark supposedly being in this facility's bottom floor?"

"_I'm checking, but the feed's not coming through. Does make you wonder what's down there though if not for Stark. And if it **is** him it would explain a lot. Someone should go down and see."_

"Alright then." Captain America said. "Guess we're going with Natasha's plan after all. Logan, Cage, Rand, Scarlet Spider, you're all with me. Thompson, you, Deadpool, and Kaine stay here and make sure the vault's protected."

Agent Venom nodded. "Understood, Captain."

"You'll be alright with these two?"

Agent Venom shot a look over to Deadpool, who waved at him, and Kaine, who just shrugged.

"Yeah, I should be good." Agent Venom said.

"Alright then. Let's move out."

-X-

"So what do you think the odds are that the sub-level and basement won't be overflowing with Osborn's men now?" Black Cat asked as she punched out another security guard while Azure Spider flipped about to evade gunfire before landing on another security guard and then incapacitating another with webbing.

"Pretty good most likely, but it's not like we can just walk out the front door either."

"No, we can't." Black Cat admitted as she elbowed another man in the face. "Alright, basement and sub-level it is. After you."

The two heroes run for the basement though was headed off by more than just more of Oscorp Security. With them were some of the Dark Avengers.

"Going somewhere?" Dark Hawkeye asked with a mocking sneer as he readied an arrow. His companion, the Dark Spider-Man also readied himself for battle. Black Cat's eyes were focused mostly on him, also narrowing with anger as her fists tightened and her heart pounded.

"I can take him." Azure Spider said, seeing his mother's tenseness as the two faced down their foes.

"No, you can't. Neither of us can take him on alone."

"Then let's take him together." Azure Spider suggested before then getting ready to fire some of his webbing. As he did though, his attack was cut off when he had to dodge the arrows Dark Hawkeye fired so quickly it would have dazzled any onlooker.

Dark Spider-Man lunged forwards at that moment, as he did morphing into his full symbiote form. He managed to tackle Black Cat, but not before she activated her suit's sonic emitter. Hybrid shrieked and wailed in pain and backed away as he thrashed about. Black Cat allowed herself a smile of grim satisfaction. Any pain of Hybrid's was pleasure for her.

One security guard tried to shoot at her, but her gun was ruined by Azure Spider's webbing. Black Cat went at her, choosing to take out the last of the security forces. Azure Spider, for his part, continued to dodge both Dark Hawkeye's arrows and also the guns of the remaining security forces and also the Capekillers that were now coming in to reinforce them. As Azure Spider continued to leap from one to the next, taking them out one by one as all the while Dark Hawkeye fired shots that only barely missed, a newcomer entered the scene, bursting through the doors and sending out a wave of broken glass and metal as he stormed in, swatting Capekillers and Oscorp Security aside with every swing of his blue arms.

"Oh, the _good _symbiote." Azure Spider noted.

"We were sent to make sure you got out." Toxin explained as he continued to plow through the men with guns that tried and failed to stop him before then turning his attentions to Hybrid. The black and red symbiote shrieked at him, and Toxin paused.

"You…you are familiar to us…you sound like…like, well, grandpa. _And _dad…why do you sound like both of them?"

Hybrid's response was to lunge at Toxin and tackle him, and Toxin quickly changed mindsets from curiosity to combat. Maneuvering his way out of Hybrid's attacks best as he could, Toxin sent out punch after punch, landing more coordinated strikes then he had before his training. Now able to draw on his old boxing and police skills in full, Toxin made sure to let Hybrid know with every last punch he sent his way just what he was dealing with.

_"This feels weird, hitting this guy. He **feels **like dad and grandpa, but also different…"_

_"Just ignore that. All we need to know is that he's a bad guy and he's hurting our friends. And that means we just keep hitting him."_

So Toxin did. Not that Hybrid was one to just stand there and take it. Quite the contrary, he responded in kind with some brutal blows of his own, including a head-lock and even an attempted bite to the shoulder.

_Yeah, he's **definitely **a lot like dad…_

By now, Azure Spider had managed to get his hands on Dark Hawkeye and leave him down for the count, while meanwhile Black Cat had taken out the last of the Capekillers and Oscorp Security.

"Get out of here!" Toxin shouted as he continued to wrestle with Hybrid. "We'll hold this loser off. You need to get out of here with the information you got!"

"And just leave you here by yourself?" Black Cat asked.

"You took everyone else out." Toxin noted as he narrowly ducked under a punch sent his way by Hybrid. "It's just us and him. And we can take this _one _jerk. Even if he _is_ like dad and grandpa!"

"He's right." Azure Spider said. "If we fall here, then it will have all been for nothing. We need to make sure our friends get this information."

Black Cat nodded. "Alright." As she ran off with Azure Spider though, she turned around and shouted out to Toxin: "Be sure to knock that bastard's teeth in. And give him one for me."

Toxin nodded. "You got it, miss." He said before then punching Hybrid so hard he managed to knock one of his many sharp teeth right out of his red and black mouth. "How was that?"

Black Cat smiled. "Good. But even _harder_ next time."

-X-

"How are things going with you, Natasha?" Captain America asked as he swung out with his shield once more, in so doing sending one more Capekiller flying into the air.

_"We've located the others. We're freeing them now. Coming under heavy fire." _Indeed, the sound of gunfire and explosions could be heard by Captain America even on the other end of the communication channel.

"Same here." Captain America said as his shield blocked some projectiles and his superhuman agility allowed him to dodge others. Around him, the other members of his team were similarly struggling to overcome the virtual sea of Capekillers and Sentinels that stood between them and the next lift down to the lower levels. Captain America could see Iron Fist disintegrate one Sentinel's head via a chi-enhanced punch, as meanwhile Luke Cage's unbreakable skin soaked up as many bullets, tranquilizers, and other projectiles for his allies as he possibly could. Scarlet Spider ripped one Sentinel's head off with his red-gloved hands, and Wolverine was just slashing, thrusting, and cutting every which way with his claws, tearing into Capekillers and Sentinels with near-equal ferocity. Of course, to be fair, he too was taking quite a few bullets that his Healing Factor and adamantium skeleton could only barely keep at bay.

"_How far are you from the bottom floor?" _Black Widow asked over the communication channel.

"Hard to say." Captain America said as he moved his head to one side to avoid a bullet that whizzed by it and then sped forward shield held out as a sort of human battering ram, who's indestructible shield coupled with his strength ensured that the group of three he struck knocked the left and right most to the sides and sent the center-most one hurling through the air and right into two more Capekillers.

_"Five for the price of one." _Captain America noted. _"Not bad."_

Scarlet Spider fired several bits of impact webbing into the faces of multiple Capekillers while doublekicking a Sentinel and then dodging it's retaliatory attacks. Follow-up strikes left the Sentinel thoroughly battered and then finally one of it's arms torn right off.

"I think I can actually see the lift up ahead." Luke Cage noted as he threw one Capekiller over his head.

"I see it too." Scarlet Spider said as he dodged another hail of bullets before webbing up their sources. "Beat you to it."

And then, moving in a blur the color of his name, Scarlet Spider weaved his way through the throng of foes, dodging projectiles as he went until at last he came within range of the lift. When he did though, turrets appeared almost out of nowhere and machine gun bullets ripped through the air. Spider-Sense alerting him just in time to move his body out of the way, Scarlet Spider narrowly avoided the hailstorm before then firing web-lines at the turrets and then pulling down with enough force to rip said turrets off the ceiling.

This left him open to shots from behind though, and at last, one Capekiller managed to shoot him. Scarlet Spider moved just in time to keep it from entering the place where part of his spinal column was, but he still felt the hot, stinging pain of the bullet strike his shoulder area. Whipping around, Scarlet Spider dodged the follow-up shots as his allies came in from the rear, all of them doing their part to clear out the last of the Capekillers and Sentinels until soon there were none left, the last of the latter trying to fire off one last shot from the cannon it had in place of an arm, before Wolverine drove his claws through it's head. Then he collapsed.

"Oh, crap." Iron Fist noted as he saw Wolverine fall.

"He'll be fine." Captain America said. "Healing Factor will do it's job, so long as it's allowed to do it. Cage, watch over him. Rand, Spider, you're still with me."

"I got tagged too." Scarlet Spider admitted, which caused Captain America's eyes to widen in legitimate surprise.

"To be fair, I _was _busy taking out the turrets. But at least the bullet didn't hit me where they wanted it to. Otherwise, I'd be dead."

Scarlet Spider staggered for a moment before saying: "Someone's going to have to take it out though. I think it's still in there."

"You're in luck." Captain America said, before taking something out of his belt that Scarlet Spider quickly realized were a set of forceps.

"You don't survive as many missions as I've been on without knowing how to tend to wounds, both yours and others. And I also come prepared." Captain America paused, then added: "Hold still, and brace yourself. This is going to hurt."

-X-

There came a turning point in the fight between American Son and the Storm half of the Fantastic Four.

It came when, amidst the seemingly endless exchange of fireballs, kinetic blasts, repulsor blasts, rockets, and other projectiles, a new one entered the scene: lightning that hit the metal floor and sent a surging current through it that then gave Human Torch quite the shock as one of the bolts ricocheted upwards off the metal floor after first being conducted on it. Invisible Woman too was electrocuted, the bolts going underneath her force-field.

American Son turned to the source of the attack, and smiled upon seeing who it was.

"Ah, Doom. Good to see that you're pitching in after all."

"These _are _my greatest enemies." Doctor Doom pointed out, before adding with a scoff as he looked at the Storm siblings contemptuously: "...or at least half of their number, anyway. But, that will suffice for now."

"How's this for sufficient?" Human Torch shouted defiantly as he unleashed a massive jet of fire in Doctor Doom's direction. Unconcerned, the monarch conjured a force-field that met the fire head-on, the flames shooting off in every direction as they hit the force-field and failed utterly to pierce it.

"Hn. I see your flames remain as impotent as your retorts, Mr. Storm."

"Man, I hate that force-field..." Human Torch muttered before his flaming body then became even brighter still, the red-orange flames suddenly growing white as he remarked: "How about a Nova Blast instead?"

"I think not." American Son said, taking that moment to fire out a repulsor blast. Invisible Woman created a force-field to block the attack, but then Doctor Doom rocketed forwards to engage her. Raising her other hand, Invisible Woman erected a force-field of her own to block Doctor Doom's punch. She then sent her force-field surging forward like a see-through battering ram that hit Doctor Doom with enough force to knock him back. Invisible Woman then pressed her attack with more of her constructs, while Human Torch now came under attack from American Son, forcing him to call off his Nova Blast before he could fire it.

"I'm disappointed, Victor. I know you hate us, but I didn't think you'd become desperate enough to join a madman like Osborn."

Doctor Doom said nothing in response to this, instead unleashing a massive storm of electricity that Invisible Woman shielded herself from via another force-field. It was here that Doctor Doom chose to speak.

"I must confess, I do grow weary with how these engagements tend to play out. Such an indefinite stalemate between my attacks and your defense brings Doom no pleasure."

"Then how about we change it up?" Invisible Woman asked before then suddenly unleashing a mess of see-through constructs that resembled almost tentacles or tendrils, each one ending in a claw to reach out and strike at Doctor Doom with. Doctor Doom created mystic sigils to keep back each one as it came, but now it was he who was on the defensive, backtracking as Invisible Woman kept up her onslaught.

Meanwhile, Human Torch had managed to force a retreat from American Son with a punishing barrage of fire, and then turned his attentions back to Doctor Doom.

"Keep him busy, sis. If I can get a clear shot, I'm letting him have it."

"I don't think so." American Son said before surging forwards once more on his jet-boots and this time choosing to take Human Torch's jet of fire as he dove into the flames. Punishing as they were, and hot as Harry found himself getting inside his armor, said armor's energy shields nevertheless held long enough for American Son to deliver a solid punch to Human Torch's jaw that knocked him backwards.

"Johnny!" Invisible Woman shouted before then unleashing a kinetic burst attack at American Son. The attack hit him and forced him to fly back farther as Invisible Woman pressed her assault, but now Doctor Doom was seizing on his chance and striking Invisible Woman from behind. She turned to block his attack, but now she was coming under assault from both sides.

"Hang on, sis!" Human Torch shouted before then charging up his Nova Blast once more, and this time aiming it at American Son. As he did, American Son was all set to respond, but Doctor Doom shouted out to him to hold. Then, just as Human Torch unleashed his blast, Doctor Doom outstretched a hand and, calling on a spell of redirection, caused Human Torch's Nova Blast to change targets...and go right at Invisible Woman.

"**_No!_**" Human Torch shouted as he saw what he'd been forced to do. Invisible Woman managed to erect another force-field to protect herself, but the Nova Blast, in conjunction with more sustained attacks from American Son and Doctor Doom, managed to at last shatter her force-field, and Invisible Woman was knocked back, blood now seeping out of one nostril and sliding down her face.

Knowing she wouldn't be drained for long, Doctor Doom shot out one last blast of electricity, and was pleased when it successfully connected and shocked Invisible Woman into submission.

"**_SUE!_**" Human Torch shouted before then flying at Doctor Doom, slinging fireballs with relentless fury. But this single-minded attack left him open to one from American Son, who rocketed towards him with both fists extended. He rammed into Human Torch and struck him with enough force to slam him hard into the metal floor and knock him out, the youngest member of the Fantastic Four's flames being snuffed out as consciousness left him.

"Finally. It's done." He turned to Doctor Doom. "I didn't know you could do that. Redirect his attack, I mean."

"Normally, I cannot. It is...a difficult spell to perform, even for Doom. This is why I have not used it in _all _of my encounters with my sworn enemies. It is unreliable at best. My usage of it here was a gamble that just so happened to be a successful one."

"Well..." American Son said as he looked over the defeated forms of the two heroes. "...All things considered, I'd say that gambit has paid off well for both of us. Things have gone rather well."

"Then you are an even bigger fool then I first took you for." Doctor Doom said coldly. "Your efforts to eliminate our mutual enemies have been a complete disaster. In fact, that is much too generous a way to describe it. This is a travesty. A mockery. Doom feels as though he is dirtied himself merely by associating with you, and in all likelihood, I have. This then is the _end _of our alliance. I will use the Storm siblings as leverage against Richards and his misbegotten monstrosity of a friend should he ever reveal himself again. But as for you and I, we will be parting ways."

American Son frowned behind his helmet. "Is that _really_ what you want to do?"

"Doom is resolute in this. Our interactions will cease from this point on."

American Son shook his head. "Well, if that's really the way you want to play it..."

With the push of a button, American Son unleashed a field of crackling blue energy that struck Doctor Doom's armor and sent a shock through it. Doctor Doom staggered and gasped.

"Electromagnetic Pulse. I got the idea from my nemesis, actually. Decided to make a better one, in case things ever turned sour with you, or if Stark ever managed to get back into his armor. Looks like I was wise to think-"

American Son was cut off when Doctor Doom struck him right in his helmeted head with enough force to send American Son flying through the air and then hitting the ceiling with enough force to leave a massive depression in it. As American Son recovered, he saw Doctor Doom get back to his feet.

"Impossible...the-"

"Your child's toy is something I have encountered countless times before. Do you _honestly_ think that you are the first simpleton to think to lay me low via sabotaging my armor? Doom has prepared for that eventuality. My armor is EMP resistant. Not even yours could do sufficient damage to rob me of the many boons it gives me. My armor's scanners tell me I am still at 75% power, more than sufficient to pound _you _into pulp."

Doctor Doom then unleashed a blast of purple colored fire that American Son managed to fly out of the way of.

"...you also neglected my mastery over sorcery that is every bit as masterful as my technological and scientific expertise."

American Son let out a repulsor blast that Doctor Doom caught on his energy shields.

"Oh spare me the long-winded extolling of how mighty you are. It's worn out it's welcome at this point."

American Son let out another repulsor blast, and again Doctor Doom caught it on his shields. "Bah! You're every bit as disappointing as an enemy as you were as an ally!" Doctor Doom then extended his metal fingers, and a yellow colored laser beam shot out of each one. American Son flew high to avoid this attack, some of the lasers glancing off his own energy shields in the process. Rocketing forward on his own jet-boots, Doctor Doom engaged American Son in an aerial battle, throwing out punch after punch in American Son's direction. American Son pulled back on his jet-boots to put distance between himself and the monarch, but Doom increased the speed of his own rocket boots to compensate. He fairly surged forwards and slammed his metal fist into American Son's chestplate, hitting him hard enough to send him flying back down to the ground. As American Son tumbled, Doctor Doom landed and unleashed bolts of bluish-white lightning from both of his hands into American Son's armor, overloading his energy shields as American Son struggled to keep the attack at bay to any degree.

"You were a fool to trifle with me, Osborn! Had you known better, you would have given Doom a wide berth, and remained a big fish in your pitifully small pond. Instead, I will do to you as I have done to so many other upstarts, pretenders, and other buffoons who have thought they could do what none ever have: vanquish m-"

Doctor Doom was cut off when a massive, shadowy blur shot forth, and consumed Doctor Doom into itself. Doom vanished entirely from view as the utter blackness consumed him and then tossed him about inside itself like a great hurricane of shadow. American Son watched it happen with manic glee, the shapeless, shadowy onslaught that not even Doctor Doom's great and powerful energy shields were able to keep back for long. Soon, they disappeared entirely, and when the shadows parted at long last, Doctor Doom lay on his knees. Then the shadows returned to their master, who stood there consumed in darkness, his normally friendly and uncertain eyes glowing with a red light and the color in his face drained away. His costume too had become darker in color, now black and gray instead of blue and yellow.

And then he fired out another attack.

Doctor Doom was hit dead-on by the Void's shadow blast, and then went flying before tumbling along the ground. Seeing this, American Son grinned from ear to ear. Turning to the Void as his shadows began to recede and color returned to the Sentry's costume and skin both, he said: "Excellent work, Robert. You've accomplished what even _I_ could not do. You bested Doctor Doom, one of the worst villains on this Earth."

"I...I don't feel good..." Sentry mumbled, and indeed, he staggered before falling to his knees. Then, he threw up.

"T-this...this power inside me, it...it's not like what I normally call upon. What I normally do...it's something different. Something twisted. I don't...I can't..."

"Don't think like that Robert." American Son said. "This power inside you is a good thing. I told you that it would get loose one day, and so it has. But this does not have to be a bad thing. It's only a bad thing if you allow it to be. Embrace the power as you did just moments ago to first hide from our enemies and then to bring Doctor Doom down. Embrace the power, to save others as you did me, and to help me realize my goals and dreams for this world. Embrace them, for the sake of what you and I have." American Son extended a hand, all the while knowing full well that despite his valiant efforts to hold onto the better side of himself, the Sentry was already his to mold and shape to his liking.

"What do we have, Mr. Osborn?"

American Son smiled, and said in that same false but outwardly sincere tone that had already won the Sentry over so, so many times: "Why, friendship of course."

And, as American Son predicted, Sentry did indeed take his hand, and allow American Son to bring him back up to his feet. "I...I'm still weak though...I don't think I can do much more for a while...not until I've exposed myself to the sun again...recharged."

"Then you'd best do that. I need you at top strength for what is to come."

"And what about Doom?"

American Son shot a look over to where Doctor Doom was and smiled. "Oh, don't worry about that. This _is _a prison for dangerous metahumans that we're in after all. And I know _just _the place for Victor von Doom to go..."

-X-

"...wow. That _did _hurt." Scarlet Spider said as Captain America finished stitching up and sterilizing the wound as the two rode the lift down along with Wolverine, Iron Fist, and Luke Cage.

"You were lucky." Captain America said matter-of-factly. "Not only did it hit you in your shoulder area instead of your spine, it wasn't in so deep that I couldn't get it out. Most gunshot wounds aren't necessarily like that."

"I'll make sure not to get shot again." Scarlet Spider said in a deadpan as the lift continued it's descent. Finally, said descent came to an end as the lift made a "ding" sound and the doors slid open.

"We're here." Captain America noted before tapping into his communicator to try and reach Black Widow: "Natasha, we're here...Natasha?" When he received no response, Captain America shook his head. "We're down too deep. Signal's not getting through."

"Wonderful. Then let's not stick around."

"My thoughts exactly." Wolverine said, as he did sniffing the air. "...something down here doesn't smell right."

The group of five superheroes continued walking through the now much darker corridors and hallways, with the blue lights being faint and making it difficult for the heroes to see where exactly they were going. It was also, in stark contrast to the way things had been up to that point, quiet. Very quiet. No Capekillers or Sentinels seemed to be anywhere in sight, but more than that, there was no sensitive machinery here, no cells or turrets or anything of the sort. Thus, it was a dead silence. Until...

"Hold on..." Scarlet Spider said. "My Spider-Sense is tingling..."

"I don't see anything." Iron Fist said, looking around.

"No, Web-Head#2 is right. That bad smell's getting worse..."

It was then that glowing red photoreceptors appeared in the darkness, casting their crimson glow and illuminating the area with red. Like two little red sparks that then gave way to a face of metal, and then a whole head, and then...

"...is, is that Iron Man?" Luke Cage questioned as the figure advanced in full. Sure enough, it did indeed appear to be the distinct scarlet and gold colored suit that Tony Stark had been wearing in some form or another for what was now over a dozen years. Then it raised it's hand, and the glow of the repulsor blast lit up the center of it's palm.

"...oh nuts."

The Iron Man armor fired, and a red repulsor blast shot forwards and right into the path of the five heroes. They all moved out of the way in time save for Luke Cage, who just stood there and took it. Surging forwards at that moment, Luke Cage hurled a punch at the Iron Man armor's head, only for it to snap back immediately after receiving the blow. It then took to unleashing small missiles at Luke Cage, and he weathered these as well.

"That all you got, Stark?" Luke Cage challenged as he adopted a pugilist stance and took to laying into the Iron Man armor as best he could. For every blow he successfully landed though, there were others that the armor easily dodged before replying in kind with moves that looked an awful lot like...

"No..." Captain America said. "...that thing's using Steve's fighting style. I'd recognize it anywhere. Stark must have recorded and uploaded Steve Roger's moves to use them himself."

"Well, I've seen how Rogers fights, and Tin Man here ain't as good at it!" Luke Cage bellowed defiantly before landing another punch on Iron Man's head, only to be left disappointed when he still failed to leave so much as a dent in it.

"Damn it, Stark! Why did you have to make this thing so tough!?"

"Keep it busy, Cage. We need to find the man himself."

"Yeah, tell him to shut this thing down when you do!" Luke Cage shouted as he found himself suddenly ending up on the receiving end of multiple rocket-charged punches and jet boot-assisted knee attacks to the stomach. Wolverine tried to rush in and plunge his claws into the armor's back, but it whipped around and swatted Wolverine with such force he went flying across the room and slamming into a nearby wall.

"Ugh...packs a punch."

"Spider, Rand, you're with me!" Captain America shouted as the three heroes raced to the set of doors at the end of the room. Seeing this though, the Iron Man armor broke off it's attack on Luke Cage to rocket towards the three heroes, raining down repulsor blasts as it went. Though these were dodged, the armor did manage to race forwards and grab Scarlet Spider by the throat. As it hoisted him aloft, Scarlet Spider struggled to breath as the Iron Man armor applied pressure.

A shard of metal wreathed in a purple aura sailed through the air before embedding itself in the armor's head. The armor dropped Scarlet Spider and fired repulsor blasts from both hands at the source. But it was already on the move by the time it thought to do this. He had moved right after throwing his projectile. And then, he revealed himself.

Hurling a wave of vibranium projectiles, the Black Panther was left disappointed that the Iron Man armor blasted these out of the air before they could reach it, but was more pleased that this left it open to attacks from Scarlet Spider, Captain America, and Iron Fist, all of whom did what they could to try and damage the armor. But it weathered all their strikes and then grabbed Captain America by the arm and swung him into Scarlet Spider. Iron Fist tried to unleash another chi attack, but the Iron Man armor whipped around and blasted him back.

It was then that another newcomer arrived, soaring into view atop his glider and firing high-powered lasers at the Iron Man armor. This got it's attention and it surged forwards on it's jet-boots, moving in so hard and so fast that Green Goblin could not move in time and he was hit hard enough to go flying right off his glider. As he landed, he sent out a punch that the Iron Man armor caught, and then with his other hand fired another high-powered laser blast directly into the armor's metal face.

"Go! Get to Stark! Freeing him's the only way to stop this thing!"

At that moment, the Iron Man armor broke the grapple and punched Green Goblin hard across his helmeted head, striking with enough force to leave a small crack in the helmet that Green Goblin for one knew was only a prelude for the damage to come.

Nodding, Captain America and Black Panther raced forwards, the latter slicing through the door with vibranium claws. As he forced his way in, he and Captain America saw Tony Stark, still hooked up to the same machine as before. Taking from his pouch what Captain America recognized as an Arc Reactor, Black Panther severed the cables plugged into Stark and then swiftly inserted the Arc Reactor into his chest.

Tony Stark gasped in sheer agony and the sweat around his face became more pronounced still, soaking the entirety of his forehead, cheeks, jowls, and neck. When the Arc Reactor was inserted, he gasped again, and his eyes widened as though he'd received a fatal jolt. But it was not death that Tony Stark received but instead renewed life. Surging out of the chair that had been his prison, Tony Stark raced forwards and shouted at the Iron Man armor as it continued to pound Green Goblin: "**_STOP!_**"

And then, on cue, the Iron Man armor ceased all motion, it's one hand still raised as if to punch Green Goblin again, who's helmet now had more than just a few small cracks in it.

"Come to me."

Turning about, the Iron Man armor faced Tony Stark directly, looking him right in the eye. Then, it broke apart into several smaller pieces that then flew to Tony Stark a few at a time, until in mere moments his whole body was covered by his iconic suit, the very last piece being the faceplate. Once this was done, he turned to Black Panther and Captain America: "Thanks for getting me out of here. Not sure how much longer I could have taken being strapped to that thing half-dead. How did you know where my spare Arc Reactors were though? And how did you get to them?"

"That was our newest friend's doing." Black Panther said before turning and pointing at the heroic Green Goblin who staggered to his feet and nodded. "Yes, it was my doing. I know my appearance doesn't exactly inspire trust or friendship, but I can assure you I'm a _good _Osborn. One who's out to stop my father no matter what. To that end, I found T'challa here and allied myself with him. Together, we acquired one of Mr. Stark's Arc Reactors and then managed to break into the Number 42 prison."

"How did you manage that?" Captain America asked.

"You could say we smuggled ourselves in." Black Panther said before adding: "And thank you very much for clearing out most of the prison's security for us. It made navigation a good deal more convenient and less troublesome."

"Gee, don't mention it." Iron Fist grumbled sarcastically. Wolverine though, smiled. "Aw, don't be sour, Rand. I enjoyed getting to shred so many of those damn Sentinels. I ain't exactly shedding any tears for Osborn's Gestapo either."

"Now that I'm free, we need to move fast and get out of here even faster. Osborn wasn't exactly forthcoming about his plans, but I picked up on some of it. And from what little I _do _know, we need to be ready to stop him."

"Well, breaking out of here after freeing you _was _the plan. We still need to meet up with the others though..."

Captain America was interrupted when alarms began to blaze throughout the room, and when they did, Scarlet Spider said: "My Spider-Sense is giving off a faint buzz. That means there's danger off in the distance that's going to be up close and personal pretty soon."

Luke Cage turned to Iron Man: "We all took a few licks at that armor of yours. You think it's still up for a good break-out?"

Iron Man smiled behind his helmet. "Mr. Cage, I built this beauty to take a beating. And more to the point, after everything that's happened to me lately, I'm _itching _for a fight. And any thugs Osborn sends our way will be the perfect candy for my fists."

-X-

"It's done."

"You're sure?"

"Whether or not it will work is something we'll never know for sure until we test it for real. But the machine itself is as finished as it's ever going to be. If you're planning on seeing if it can enhance the Cosmic Cube's power to the desired levels, now's the time to find out."

Spider-Man nodded, and placed the Cosmic Cube into the part of the machine meant to house it. No sooner did he did it send it's glowing blue energy surging through the entirety of the machine like an unstoppable tidal wave, igniting it and causing it to shine a brilliant, bright blue. The entire room was bathed in that blue glow, and then, incredibly, the control panel flickered to life as well. When it did, Spider-Man turned to look at Mr. Fantastic. "Well, looks like it _does_ work."

"It turned on." Mr. Fantastic corrected. "That doesn't guarantee that it will work in full. And remember; even if we built everything right, even if all of our many, many calculations were on point, there is one major variable we can never adequately address: the Cosmic Cube is semi-sentient. It can choose to not obey commands or wishes given to it. Just remember that."

"If this thing was willing to supercharge a _Nazi arsenal_ back in the day, then I don't see any wish as being too offensive for it to refuse."

"That was a different Cosmic Cube, one that burned itself out long ago. This one's different. With an entirely different make-up and mental patterns no doubt. There's no guarantee it will do anything you say."

"It saved me, Felicia, and the others when we needed it to." Spider-Man pointed out. "I think this little thing's on the level."

"Well, as I said, there's only one way to know for sure. Input the commands."

Spider-Man nodded and went to the controls. Putting in the exact coding and commands, Spider-Man waited along with Mr. Fantastic for any sign of change. At first, there was nothing. The moments passed. Then the minutes. For a very brief moment, the two feared it had been a failure. But then...

A thin, blue ray of light shot out of the primary machine and into the gateway that had also been constructed. Then the light stopped abruptly, and a small "hole" opened up in the fabric of reality, one that grew significantly larger until at last it became as big as a doorway. Then it grew even more still before suddenly stopping outright. But it remained there, this hole that Spider-Man knew he could easily walk through, and if it was showing what he wanted it to, absolutely would.

"What do you see?" Spider-Man asked as he looked through the portal himself.

"I see...I see the Baxter Building, actually. Or at least a copy of it. This world's version of it, I mean. But that alone doesn't..."

Spider-Man cut Mr. Fantastic off when he said excitedly: "No, this is it! I see Captain Universe there. Looks like he's just on patrol right now. But it's definitely him, and that means the Cosmic Cube listened. This is the right world."

"Well, in that case, you'd better get over there and recruit him quickly. The way things are going now, I suspect we don't have much more time to turn this around..."

-X-

"...man, that was satisfying. Bring me more!" Iron Man said in a purposefully over-dramatic voice as he confidently strode through the hallway that was now filled to the brim with Capekillers and destroyed Sentinels that had been almost exclusively torn apart by him.

"...I have to say, I am also a bit let down, though. These Sentinels are a major disappointment, especially when compared to others of their kind."

"The first three I fought packed a punch." Wolverine noted as the heroes continued to make their way through the halls. "But these ones have been easy to scrap."

"If I had to guess, mass-production of them mandated they be easier to make in bulk, and that meant cutting back on quality." Iron Man shook his head and made a "tsk, tsk" noise. "How typical. They always seem to think that quantity beats quality, even though they get proven wrong each and every time. I'd weep if I weren't so happy we can still steamroll them. Really. Shoddy tech _always_ depresses me."

"I thought you would love the fact that your tech is so much better then everyone else's." Scarlet Spider said, to which Iron Man smiled. "My tech _is _better than everyone else's. But that doesn't mean I can't have _some _meaningful competition, right? Keeps me on my toes. And I _do_ also love a good challenge."

"You're awfully flippant for someone who was basically tortured and held prisoner for several months." Captain America said off-handedly.

"Consider this my way of coping...well, that and pulverizing Osborn's low-budget Doombots."

The group of heroes didn't get much farther before they met up with the other heroes, who's number now included those Black Widow, Hawkeye, and Falcon had freed, including Cloak.

"Can you teleport us out of this prison?" Iron Fist asked.

Cloak shook his head. "I cannot. This place, it...it's a different dimension. My teleportation cannot take me from one dimension to another."

"Figures. Guess we'll have to fight our way out just like we fought our way in."

"Actually, that won't be necessary. There's a set of teleporters not far from here. We generally use them to bring in supplies rather then prisoners, but they should still work for getting us back home."

"_Widow's right." _Came Maria Hill's voice on the comms. "_I can see them on the video feeds. It should be a short trip there_."

"But what about you?" Captain America asked.

"_Tell Cloak to pick me up. Then we can all take the supply teleporters out of here."_

"Understood." Captain America then turned to Cloak: "Can you teleport to another part of this facility?"

Cloak nodded. "I'm still a little weak, but yes. I think I can."

"Then teleport to the Command Center and get Maria Hill out of there. Then come back here on the double."

Cloak nodded, and then vanished. It wasn't long after that that he returned, with Maria Hill stepping out of his void. Once she did, the army of heroes made their way to where the teleporters were, Black Widow taking point so as to keep them on the right track. One gun was held in each black gloved hand, and she also made sure her Widow's Bite wrist-weapons were primed and ready for a shock.

Eventually, they came to where the teleporters where. As Black Widow went to prime them and make sure all of the access codes were put in, Agent Venom asked Maria Hill: "So, you didn't get anything out of the computers did you? About what Osborn's planning, I mean."

Maria Hill shook her head. "No, I didn't find anything."

"_I _know." Green Goblin said, and it was only then that Maria Hill took note of his presence. She instinctively reached for her gun, but Iron Man raised a hand to stop her. "Settle down, Hill. He may have a punchable face there, but he's on our side."

"My father is planning to unleash a superweapon called 'The Tri Sentinel'. I have seen it in my timeline. He cannot be allowed to. If he does, it will spell the end of all life on Earth."

"'Your' timeline? You're from the future?"

"_A _future yes. And make no mistake; it will become yours if we do not act quickly. Especially since I now fear that the Tri-Sentinel is only one part of my father's grand plan. Just one piece on the chessboard if you will. I don't intend to wait around and find out what the rest includes."

"Good, because I have no plans on telling you." Came a voice that prompted all of the heroes to whip around and see American Son fly into view, his armor noticeably looking a bit damaged but still very much functional. Accompanying him were more Sentinels, and these ones bore the purple and green color scheme of their larger cousins.

"You look a little worse for wear." Iron Man noted with just a slight smile of satisfaction behind his faceplate. "What happened? The armor you _stole _turning out to be a little too much for you?"

"Don't flatter yourself Stark." American Son said coldly before advancing threateningly and adding: "I've gotten what I need and want from you. You are now nothing more then an annoyance. One I plan to rid myself of."

"Wow. First you steal my armor, _then _you steal Doom's speech patterns? Is there _anything _about you that's novel?"

"How's this?" American Son asked before firing a tri-laser that managed to cause Iron Man's energy shields to flare up and then crackle before dispersing. Iron Man's eyes widened in surprise and for once no witty comeback was his to enjoy. American Son then rocketed forwards towards him and started slamming his red gauntlets into him again and again. As this happened, the Sentinels flew into action against the heroes, and showed enough agility to dodge the projectiles the heroes launched at them. Luke Cage tried to charge one, and it grounded him with one punch. Dagger unleashed a volley of light daggers, but her target's chassis managed to weather them before firing out a massive, high powered energy beam from it's faceplate.

"Damn! These must be the tougher ones!" Wolverine snarled as another one bore down on him, slashing out with superheated arm blades. And all the while, American Son traded blows with Iron Man, but seemed to be landing more then he was receiving now that Iron Man's energy shields were gone.

"I studied your armor inside and out! I know every weakness it's got! Shutting down your shields was effortless! And now it's time your _head _follows suit!"

But as American Son continued to pummel Iron Man, he was left open to a cluster of Pumpkin Bombs from Green Goblin, the combined blast of which managed to get American Son's attention.

"And who on Earth are _you _supposed to be!?"

"Your son, if you must know. And I would have thought you'd recognize me from two years ago."

"Oh, _you. _The one who kept me from getting my revenge on Peter. Well, I can tell you, I _haven't _forgotten that. Not at all. And if you _are _really my son, you should know how I respond to interlopers!"

American Son fired out two repulsor blasts from his gauntlets. Green Goblin managed to avoid them with assistance from his glider. As he flew about, he shouted out at the other heroes to get Iron Man to safety just as Black Widow finally got the portals to turn on. Iron Man however, took umbrage.

"Are you kidding? I can take him. And who _doesn't _want to see me give this phony a kick in the-"

"He's fried your shields, and your armor's not at full power. His isn't either, but that just means it can go either way. It's not a risk I'm prepared to take. The resistance, and the world, need you Tony Stark. I won't let my father kill or recapture you. _Any _of you! Now go! I'll hold him off! **_Go!_**"

Green Goblin fired out laser blasts at the feet of his friends to give them incentive to leave as all the while American Son launched projectiles at him that he managed to fly out of the way of. American Son was also sending attacks in Iron Man and the other heroes' directions, with most of them dodging and also retaliating with attacks of their own. At Green Goblin's urging though, most went through the portals before two Sentinels fired rockets at them. Two of the portals exploded in a shower of fire, sparks, and hot metal. Two more remained, but it was clear they would not last if left unprotected.

Putting herself between the Sentinels and the two portals, Black Widow opened fire on the Sentinels, even though her bullets proved useless. Black Panther, Spider-Woman, and Hawkeye aided her with their own projectiles, trying to draw the Sentinel's fire as Cloak, Dagger, Falcon, White Tiger, Moon Knight, and the Slingers all went through the portals. But then another rocket was fired, this one from American Son, and a third portal exploded.

"Only one left. All units, concentrate your fire on it!"

"No!" Green Goblin shouted, zooming in on his glider and raining pumpkin bombs down on the Sentinel's heads the whole time. This got their attention, and soon all of them (and American Son) were shooting at him. The remaining heroes were all set to pitch in, but Captain America called out for them to stop: "Don't. This is the last portal. We need to go through it now, before they take it out. Otherwise we're _all _stuck here and this mission will be for nothing."

The remaining heroes hesitated, but nevertheless obeyed and went through the portal. First Scarlet Spider and Kaine, then Maria Hill, and then Black Widow and Hawkeye, the former forcefully dragging the latter with her when he refused to go on his own. He wasn't the only one who didn't want to leave.

"I said _move _Logan, that's an order!"

"I don't take orders!" Wolverine hollered as he continued to throw himself at the one Sentinel, tearing into it over and over with his claws. "_Not _this time!"

Luke Cage too was content to stand and fight before he saw his friend Iron Fist be brought low by a laser that cut through part of his leg and caused him to cry out in agony. Cage grabbed him and slung him over his back, before then making a run for the portal. Captain America threw his shield at the Sentinel Wolverine was fighting to decapitate it, and then when it's head clattered on the metal floor forcefully grabbed Wolverine and hurled him right into the portal just as Luke Cage and Iron Fist also went through it.

Black Panther and Spider-Woman went next, and then even Deadpool and Agent Venom decided to fall back and into the portal. All the while, Iron Man fought against American Son, but when the Sentinels started opening fire on him and the portal as well, Iron Man switched his targets to the Sentinels, opening fire on them and getting more of theirs in turn. Soon, all of the abuse forced him back enough that Green Goblin decided to take matters into his own hands and blast Iron Man back into the portal in full with a well-aimed laser blast.

Now only Captain America and the Green Goblin remained, the latter's glider being struck and him spiraling out of the air and crashing. Tearing himself from the wreckage, Green Goblin was shielded by Captain America, who blocked the next wave of attacks for him, until a few hit his legs.

"Time to follow your own orders, Captain." Green Goblin said, before then grabbing Captain America and doing to him what the Sentinel of Liberty had earlier done to Wolverine. As he vanished through the portal, the last thing Captain America saw was Green Goblin giving him a salute before turning back to the battle.

Staggering to his feet, the Green Goblin quickly came under fire from multiple Sentinels, one well-aimed shot nailing him in the eye of his helmet and leaving most of it scarred, burned, and pitted. Falling to his knees, Green Goblin tore off the ruined helmet to expose the face of Norman Osborn Jr., and then hurled a flurry of pumpkin bombs and razor bats at the remaining Sentinels. So much fire and flashbangs from the explosions filled his vision that Green Goblin was briefly blinded. But still he ran forward, feeling for the wreckage of his glider until he felt one button in particular, and pressed it.

When he did, all of the pumpkin bombs and other explosives still stored in the glider beeped rapidly, right before detonating. The combined force of the explosion was nothing short of spectacular, as almost the entirety of the room became consumed in not just fire, but flashbangs and searing plasma and radioactive heat. Green Goblin was only caught in the very outer fringes of the blast, but even then his armor was left scorched, blackened, and ruined by the combined force of his own explosives.

But that was still better than the Sentinels.

Looking out, Green Goblin could see as the dust settled the charred, melted, and slagged ruins of all but a select few of the Sentinels, and even the ones that still stood were missing limbs, or else parts of them, or missing parts of their heads or chests. And all of them staggered and gave off sparks.

But then, walking through the flames, was American Son, his own armor giving off sparks and melted like a wax candle put in an oven. Most of his chest-plate was gone, and what little remained was black as soot. One of his gauntlets was also melted beyond repair, and most of the armor on that arm was gone as well. His leg armor was in similarly bad shape. His helmet had been discarded, and Harry Osborn's exposed face was filled with bruises and other injuries that included burn markings, a forcefully closed eye, another that was red, and so many cuts it was as though Wolverine had gotten to him instead.

But even so, Harry Osborn still lived. His armor, while ruined, had still been enough to endure everything Green Goblin's arsenal could bring to bear...almost everything. Green Goblin thought if perhaps he could use the last of his explosives, he could still finish his father, and end the madness right then and there.

But Harry had other plans.

Running forwards with the superhuman speed he had with or without his armor, American Son grabbed Green Goblin and slammed him into the ground. Green Goblin tried to prime and detonate a pumpkin bomb, but American Son swatted it out of his hand, and then put both of his hands around Green Goblin's throat. Green Goblin punched American Son in the jaw, and then did it again, hard enough to dislodge one tooth. Undeterred, American Son kept applying pressure, so Green Goblin activated a blade on one of his gauntlets and stabbed.

Harry howled in pain as the blade went through one eye, and he released his grip on his son to grab the area where he'd been stabbed and clutch it. Green Goblin staggered to his feet, wrist-blade now colored red. He readied another pumpkin bomb and planned to hurl it, but American Son blasted him backwards with a repulsor blast fired from the one gauntlet that still worked. As Green Goblin slammed into the wall and then hit the floor, American Son smiled.

"You...you are quite the irritant."

"You destroyed my world." Green Goblin said simply. "The hell you created, the war you caused...it killed everyone. It killed my mother..."

"My end goal's to rule and profit. Can't do that without a world, can you?"

"You have no idea what your arrogance and stupidity will unleash father..." Green Goblin said weakly, pausing only to spit out some blood in his mouth. "...but I do. I know because I've seen it. I've lived through it. And I can tell you now; I will _never_ stop fighting to keep it from happening. And neither will the others. We will _all _fight you." Green Goblin staggered to his feet in full and entered a fighting stance. "...to the end."

American Son kept up his smile as he clutched the eye socket he'd been stabbed in with his ruined gauntlet hand. "I'm glad to see that growing up without my influence hasn't seen you turn out soft and weak…"

Green Goblin tried to throw out one more desperate punch, but American Son easily grabbed it, threw it aside, and then wrapped his red gauntlet around Green Goblin's throat, which allowed Green Goblin to see in full the injury he'd dealt his father.

"Were it not for your misplaced loyalties, I'd be proud. But as it stands, I can't have _you, _or anyone else, standing in my way."

With his other hand, American Son activated a red energy blade that shot out in a flash of scarlet colored energy, a weapon American Son had seen before on Iron Patriot and stole without delay. And now he used it here.

With a single lunge, American Son drove the red energy blade into Green Goblin, the searing hot laser going right through his already damaged chest-plate and then the flesh, bone, and vital organs that lay beneath that. Green Goblin gasped in pain and choked for air that was no longer his to enjoy. Then, wincing, he let go of life as it left him and then his body hit the cold floor as the weapon that killed him was pulled out of it.

"…spare the rod." American Son said simply.

-X-

_Earth 7853_

When Spider-Man entered the world of Earth 7853, one of the first things he saw that caught his attention was a large crater that in the center of which was a large, massively muscled brute who Spider-Man realized was this Earth's Hulk, only gray-skinned instead of green. Sticking himself to a nearby wall, he looked down at the unconscious form of Hulk in awe, as he did guessing who it was that had put him in that crater.

"I did not expect to ever see you again, my counterpart." Captain Universe said as he flew up to Spider-Man, who then turned to face him.

"I take it that down there was your doing?"

Captain Universe nodded. "It was indeed. Bruce Banner is a good man, but his alter-ego sometimes needs to be reigned in a bit. And today it was I who did the reigning in."

"And also remind me why I'm here." Spider-Man said before adding: "I'm here to recruit you."

"Recruit me? For what?"

"A plan of mine. Long story short, I've got some _really _bad people back home that I can't beat by myself. I came here via a portal I built. My plan is to send those aforementioned bad people through the same portal to here, and then..."

"...I can take care of them." Captain Universe finished before saying: "Did you ever consider that I had other duties to attend to when constructing this plan of yours? And that I do not necessarily want _your_ enemies endangering _my_ city?"

"I'm sorry, but it's bad. _Really _bad. I'm so desperate right now I have nowhere else to go and no one else to turn to. I know I'm kind of barging in and asking a lot, but I just don't see any other way. I need your help. You've got to help me save my world."

Captain Universe paused to consider this before then asking: "What kind of opposition can I expect to face?"

"A whole team. An evil version of the Avengers, if they exist in your world..."

"They do."

"Well then, think that, only evil. I'll fill you in on each of them in a moment, but the main ones to be concerned about are one in a suit of red, white, and blue armor, and the other a guy in blue and yellow who's _really _powerful. Powerful enough, I think, to be able to match even you."

"...ah. Then that means that the stakes are quite high for the both of us."

Spider-Man nodded. "They are. I wouldn't be asking this of you if the situation wasn't that desperate, but...it is. And that's really all there is to it. No one in my world that I can reach can stop them. You're the only person I could go to."

Again, Captain Universe considered everything Spider-Man was telling him before saying: "Alright. I'll help you in your efforts against these foes. This 'Evil Avengers'. But based on what you've told me about the one in blue and yellow, I feel I should stress that if I should fail, then both of our worlds are in peril."

Spider-Man nodded. "I know. But I have faith in you to win. You _are _me with god-like power after all. If anyone can beat the Sentry, it's that winning combination right there."

"I appreciate the confidence." Captain Universe said in a deadpan before adding: "And actually, I have an idea for how we might improve our chances further."

"I'm listening."

-X-

It did not feel like victory when the small army of superheroes made their way to the safehouse that Nick Fury, Spider-Man, Mr. Fantastic, and the others still worked out of. Indeed, the inhabitants of said safehouse could see very clearly on the heroes' faces and in their postures how heavily the circumstances of their escape from Number 42 weighed on all of them.

"What happened?" Spider-Man asked as he returned from his trip to Earth 7853. "Did...did we lose anyone?"

Scarlet Spider nodded. "Yes, yes we did. One."

"Who?"

"He dressed like your, _our _enemy. But he was a good man. An ally and a friend. And now we all need to make sure his death wasn't for nothing."

Spider-Man realized who Scarlet Spider was referring to. And when he did, his body grew cold. "How..."

"I don't know how exactly. But he stayed behind to cover our escapes. Harry was the first one there. I think he may have been the one."

"But..." Spider-Man tightly shut his eyes behind his mask and shook his head. Just when he thought Harry couldn't sink any lower, couldn't become any more of a monster than he already was, he found a way to shock, horrify, and disgust once more.

Spider-Man looked up at Scarlet Spider. "You're right. We can't let Normie's death be for nothing. We _will _stop Harry. For him. And for everyone else Harry has hurt and killed. And it just so happens that now we finally have the means to do it."

And then, Spider-Man stepped to the side to reveal the machine he and Mr. Fantastic had built together in all it's glory: with the Cosmic Cube at the machine's core, glowing and pulsating with power as though it were the machine's beating heart (and in a way, it was). Constructed also were pylons, and an upside-down arch that served as a sort of "gate" with wires. Every part of the machine glowed with the same blue as the Cosmic Cube itself.

"This is the gateway. A machine that amplifies the Cosmic Cube's power and will allow us to access Captain Universe's Earth. I've already gone there and convinced him to help. Now that I have, we can set a trap for Harry and his Dark Avengers, with us as the bait."

"That plan may have to change a bit, actually." came Black Cat's voice, which caused Spider-Man to turn to face her as she came into view along with Azure Spider.

"We found something within Harry's until-recently encrypted files. Something...big. _Very _big."

"What do you mean?"

"Harry Osborn is taking his forces to Asgard."

-X-

It took only a day after first hooking Doctor Doom up to the same machine Harry had used on Tony Stark to get from him every last one of the right materials he needed to complete the final part of his master plan. And then to make sure that it was constructed perfectly, down to the last little detail.

Gazing down at his creation, this magnificent work of art in his mind that now lay on a steel table as behind him Doctor Doom was now trapped in the same almost vegetative state that Tony Stark had been in for months. This long, large sword with a shining blade of silver and gold trim and a hilt and pommel that were each the length of his forearm. The sword as a whole managed to be seven feet tall, but for Harry, he could effortlessly pick up and wield it in or out of his armor. And it wasn't as though he was even going to need to swing it around much anyways. It was meant for one specific purpose, and one specific purpose only. It would be the thing that would allow him to change the whole game. Change the status of things between he the man and a certain God of Mischief who was about to have one very big trick be played on him. A trick of a very likely fatal nature.

"I have it..." Harry smiled as he said that, and also saw the great, beautiful, glorious sword that he would wield against Loki come to magnificent completion.

"...the means by which I can get what I want from that pompous God, I have it now. It's all mine." Harry walked closer to the sword, and looked down on it, smiling as he saw a certain other face in the reflection the sword's shining metal gave off. A face of green.

"...I have _everything _I need."

**Author's Note: I'd like to dedicate the mother/son team-up prevalent in this chapter and the last to my own mother and my good relationship with her. A bit too late for Mother's Day, I know, but still. Better late than never. Anyways, hope everyone's enjoyed this chapter. Don't worry, things are indeed nearing their epic conclusion!**

**And for the record, I am planning to tell the full story of how Black Panther and good Green Goblin teamed up and got into Number 42. It will be one of my tie-ins for Dark Reign. **


	14. The Calm Before the Storm

Chapter 13: The calm before the storm

"What do you mean Harry's planning to take his forces to Asgard?"

"It was some deal he made with Loki, apparently." Black Cat said, before adding: "But, like the snake that he is, Harry's planning to betray Loki. His end goal was to make some kind of weapon to take him out, and then help himself to all of the goodies in Asgard."

As Black Cat said this, Captain America turned to Black Widow: "Did you know about any of this?"

Black Widow shook her head. "No, I did not. But now that I do, it only makes me all the more determined to stop him. No, the information _I _acquired is different. But, once it becomes public, it will expose Osborn as the monster that he is."

"What is it?"

Black Widow held up a flash-drive. "This contains everything I could get. It's proof that a superhero did _not_ cause the Stamford Connecticut disaster. It was an elaborate ruse."

"Then who _did_ cause that explosion?"

Black Widow responded by plugging the flash-drive into a nearby computer and allowing it's contents to cover up the entire screen. And when they did, all present were horrified by what they saw:

Footage of the ruins of Stamford Connecticut, of buildings obliterated and fires raging all around. Of piles of rubble and of the dead. And in the center of it all, was a massive, muscular behemoth easily the size of the Hulk with dark gray and black colored skin who's body seemed to radiate with shadows and darkness. Large, cruel obsidian spikes jutted out of the beast's body and claws came out of it's knuckles that ended in cruel hooks. When it turned to face the cameras, it's eyes were shown to be glowing, red pupil-less slits, and when it roared, it showed off a large mouth full of black daggers for teeth.

"What...what is that?" Spider-Man asked.

"It's called 'The Void'. And it is the monster that lives inside Robert Reynolds, better known to you all as The Sentry."

"Wait, what?"

"You heard me." Black Widow said coldly. "That creature you see in front of you, is the Sentry. It is the darkness to his light, and it has been living inside him all along. Osborn's just the one who discovered it and decided to bring it out in full."

"But then, that means that...Harry made the Sentry kill all those people..."

"Reynolds does not remember this incident at all." Black Widow said, and as she did showed the notes on the computer screen written by Harry that confirmed Widow's statement. "Since this time, the Sentry has been struggling to keep the Void contained, but thanks to Osborn's influence, he has been failing. I fear that by now, Osborn will have brought the Void out in full once more."

"So then it was Harry who orchestrated the Stamford disaster." Captain America noted with a scowl, also feeling the very strong urge to both spit and also pulverize the computer showing all of the proof of Harry's crimes, with only the need to have said proof as evidence against Harry Osborn keeping him from doing exactly that.

"That evil bastard." Agent Venom snarled.

"Present here is not just video footage but also all of Osborn's accompanying notes on the Void and what Reynolds was capable of when in this form. It's clear that Osborn was planning to bring the Void back out ever since first using it to destroy Stamford. He wants that power at his beck and call, along with everything else he's amassed for himself."

"And now he's planning to set his sights to Asgard and whatever he get his claws on there." Scarlet Spider noted. "Guess that means we need to go there too."

"Not exactly the easiest thing to do though." Mr. Fantastic pointed out. "Without all of my resources in the Baxter Building, I lack the means to construct a working, safe portal to Asgard. Ergo, we would need the help of Thor or a different Asgardian to get us there."

"What about the Cosmic Cube? We can use that, can't we?"

"We were planning to use it for our trap. But if we can't get to Harry or his forces at all, then that plan's failed before it's even been implemented."

"Does...anyone have any way of contacting Thor?"

"_I _do." Iron Man said, at that moment stepping forward and saying: "A bit of an understanding between friends. Osborn's lucky he took me out so early, otherwise I'd have used it to call Thor's lightning down on his butt by now. Now I can do just that."

"We'll need to bring our portal with us." Spider-Man said. "We can't win without Captain Universe's help."

"I'll get it ready to move." Mr. Fantastic said, before then turning to the assembly of heroes: "I suggest the rest of you prepare yourselves also. We can't linger."

"Richards is right." Nick Fury said, who chose that moment to step forward and address all of the heroes: "I know Osborn's been forcing us all to dance to his tune for a while now, but this is where we get our chance to finally turn it all around. But this is our _only _chance to do that. If Osborn gets Asgard and whatever treasures Loki's hoarded over the years, then it's all over. None of us will be able to beat him at that point. But if we can head him off there, take out the Void and the rest of his crew using Spider-Man's plan, then we'll finally have a shot at taking him down. And with everything Widow's just found out, along with the information Black Cat and Azure Spider stole from Oscorp's computers, we have the means to make sure that once Osborn gets taken down, he _stays _taken down. He'll have nowhere to go, and nowhere to hide even if he does try to run. We'll have finally won."

"A lot is hinging on this plan of Spider-Man's." Hawkeye pointed out. "What if it doesn't work?"

"Well, Clint. I think that for your sake and also the sake of everyone else in this room, you had best hope that it _does. _Unless you happen to know somebody else who can take down a bigger, meaner version of the guy who I could see taking a good number out of ten against Thor?"

"Well..." Came a voice that caused everyone else to turn to the source as it stepped forwards.

"...I may not be _that _powerful, but I like to think that I can hold my own."

"No way..." Hawkeye said as his eyes widened. "We...we..."

"Thought I was dead?" Steve Rogers asked as he stepped forwards into view, a weary but still determined look on his face. "Well, it wasn't for lack of trying on Osborn's part. But even without my shield, I don't go down easily." He turned to look at Nick Fury and saluted. "Hey you old Warhorse. I see you've been managing things well in my absence." Then, his gaze turned to Bucky. "...and you as well, old friend. I like what you did with the costume as well."

"How...how did you survive? After Osborn sent his forces after us both..."

"If I'm going to explain to you, I should explain to everyone here." Steve said, before then looking at all of the Secret Avengers and their allies and saying: "As you all know, I opposed the Superhuman Registration Act from the very beginning. When it was passed over my loud objections, I decided to take matters into my own hands and prove that Osborn was not the reformed samaritan he was making himself out to be. Thus, Bucky and I began our own investigation. Unfortunately, Osborn had predicted I'd attempt such a thing, and so one night..."

_"Amazing how many men he can afford to send our way!" Winter Soldier noted as he narrowly dodged gunfire from several of the Capekillers before then launching return fire. Some bullets went through torsos, other's helmet's visors. But no matter what, Winter Soldier always brought his targets down._

_"Not really." Captain America said as he blocked some projectiles while swatting aside or away Capekillers who dared to get too close. "...Osborn's been in charge of National Security for a while now. He can send as many people after us as he wants. And besides..."_

_Captain America threw his shield at one Capekiller, the shield hitting him hard enough to put him right on his back and elicit a groan of pain from him._

_"...I get the feeling these men aren't actually **with **SHIELD. Or the Government, for that matter."_

_"What do you mean?" Winter Soldier asked as he blocked some bullets with his mechanical arm and then put several more through the shooter's body._

_"Take out the last of them and I'll show you." Captain America said as he slammed his shield into one Capekiller and in the process send him flying through the air. Another swarm of bullets came his way in response, but to Captain America's eyes they came so slow, and he was long gone by the time they arrived, as he ran throwing his shield in the path of the shooters and knocking down several, especially as the shield ricocheted from one Capekiller to another._

_Not about to let Captain America take them all down, Winter Soldier reloaded his rifle as he simultaneously dodged more shots and deflected others with his arm. He swung his rifle out and hit one Capekiller in the head with enough force to knock him down. With his free hand he grabbed a grenade from his belt and hurled it at more of the Capekillers. The grenade's explosion did it's job in scattering the group that was aiming at him, and upon finishing reloading his rifle Winter Soldier slammed it's butt-end into one Capekiller's stomach, which caused him to gasp in pain and collapse, and then opened fire at the ones in front of him. _

_As the last Capekillers fell, Captain America motioned for Winter Soldier to come to him. When he did, Cap pulled off one Capekiller's mask and helmet to reveal an unconscious and bruised face._

_"Recognize him?"_

_Winter Soldier shook his head._

_"Neither do I. And Nick always allowed me access to SHIELD's files, including personnel. I don't recall seeing this man's face anywhere, and I looked through those personnel files more times than I probably should have. So, unless Osborn is sending new recruits after us, which I doubt..."_

_"...these men are from somewhere else."_

_"Exactly. Remember what Osborn said after Hydra's failed attack on the White House? How he had killed Baron Strucker and Baron Zemo?"_

_Winter Soldier made the connection immediately. "You don't think...?"_

_"I do, actually. Osborn's the real leader of Hydra now. Madame Viper's a scapegoat."_

_"No one's going to believe that without some serious proof, Steve."_

_"Then we find the proof." Captain America said resolutely. "But now that you and I know, we need to make sure that the rest of the world knows too. I'm not about to let any leader of Hydra run my country's government."_

_"Me neither." Winter Soldier agreed, as he did checking his rifle to make sure it was fully loaded before adding: "What do you think Osborn's end game is?"_

_"Endgame?"_

_"These megalomaniac types always have one, Steve. Something they can't stand to live without and always try to use what power they have to get. We should both know that by now. So what do you think Osborn's is?"_

_"Honestly, I don't know. But he's being smart about it, whatever it is. Most people who had just become leader of Hydra would be using them out in the open, trying to take whatever it is they wanted through sheer force alone. Osborn though is being more subtle. Using the Government's power publicly and Hydra's secretively. And he's using the latter as scapegoats too, to divert attention away from whatever it is he's planning."_

_"Wasn't he one of Spider-Man's enemies?"_

_"He was." Captain America said. "But somehow, I don't think this is just about simple revenge on one man anymore..."_

_"Still, the kid would know Osborn better than either of us. Maybe he could have some idea as to what he's planning."_

_The two's conversation was interrupted when Winter Soldier heard a beeping sound from one of the devices on his belt. Taking it out, Winter Soldier looked at the device's screen and frowned. _

_"Uh, Cap...we've got two bogeys, and they're coming in hot."_

_Indeed, when the two heroes looked out the window, they could see the two small forms of a pair of Apache Helicopters that were steadily getting bigger the closer they got to Captain America and Winter Soldier's position._

_"I'm thinking we may want to go now." Winter Soldier said matter-of-factly, to which Captain America nodded. "I agree. You take point, I'll cover you."_

_"Always looking out for me..." Winter Soldier noted before then moving off first, rifle in hand. As they made their way up a set of stairs though, the entire building they were in shook violently and it's foundations almost shuddered as the effect of the helicopter's missiles striking the building could be felt. Looking back, Captain America could see an inferno where the room they'd been in had once existed, and said fires surged forwards. Captain America blocked it with his shield, the flames licking the indestructible metal and driving the Sentinel of Liberty backwards up the stairs as Winter Soldier continued his trek up ahead of him._

_"They just launched missiles right where we were at." _

_"Even with their own men still in the room." Winter Soldier noted. "Sounds like something the Red Skull would do."_

_"It's **exactly** what the Red Skull would do." Captain America said with clear distaste in his voice as he briefly thought of his antithesis. "It just proves what we've both always known."_

_"Maybe, but you know he'll find some way to twist it around and make it someone else's fault, right?"_

_"Might try to make it ours." Captain America acknowledged as he and Winter Soldier continued to go up the stairs until at last they came to the third-to-last floor of the building. The sounds of additional missiles hitting the building could be heard, and the building shook once more. Once they passed, Captain America and Winter Soldier could also hear, albeit faintly, the sound of someone making their way up the stairs._

_"They're looking for us." The Winter Soldier noted._

_"Let's not be here for them to find."_

_Exiting through another door, Captain America and Winter Soldier made their way down a winding flight of stairs that continued into the lower levels of the building. As they continued their descent though, the pair came upon a secondary patrol of Capekillers, who immediately radioed in the heroes' positions before Captain America and Winter Soldier could take them all out. As the last Capekiller fell though, his large, armored body tumbling, Winter Soldier grunted and looked at his mechanical arm. Yanking something off of it, he snarled._

_"Damn. One of 'em nailed me with something. My mechanical arm's not working."_

_"Then get behind me. I don't want you leading from the front if you've only got use of one arm. I'll take the brunt of what comes next."_

_Nodding, Winter Soldier holstered his rifle and drew a handgun. Captain America then held out his shield and took point. As the two moved though, they soon came under fire as they entered a larger room, one with ledges from which their enemies could rain bullets down on them. Captain America blocked them as they came, holding out his shield almost as though it were a metal umbrella. Winter Soldier, for his part, took careful aim with his handgun and fired, each bullet managing to find a target in one of the shooters, several of whom tumbled over the ledges and fell. When they did, Winter Soldier and Captain America both saw the unmistakable sight of the green uniforms of Hydra._

_"Well, looks like you were right about Osborn leading Hydra now."_

_"And about him using them as scapegoats. He can pin this whole building attack on them."_

_Ducking under one of the balconies and going through the doors, Captain America and Winter Soldier were greeted to more gunfire from Hydra soldiers, most of which Cap blocked with his shield as Winter Soldier took aim with his gun and shot dead others before they could aim and fire at Cap's feet and legs. By the time the ones shooting at Cap's shield attempted to do this, Captain America had already closed the distance and was tearing into them with superhuman speed and strength both._

_An arrow to the side caused Captain America to narrowly dodge out of the way. Turning to the source, he frowned upon seeing who it was._

_"**You**."_

_Dark Hawkeye grinned as the Hydra troops accompanying him readied their own guns. "That's right, Cap. Me. Hawkeye. Your favorite archer." As Dark Hawkeye readied his bow, Captain America's frown deepened. _

_"You're a disgrace to that costume and name is what you are." Captain America said before hurling his shield at him. Dark Hawkeye narrowly evaded the shield, though it's edge still cut part of his costume._

_"Now, that's just mean." Dark Hawkeye said, feigning hurt at both Captain America's words and the shield cut. Taking aim again with his arrow, he fired. Captain America narrowly dodged the shot, but Dark Hawkeye quickly drew another arrow and fired. Once again, Captain America dodged, while meanwhile Winter Soldier opened fire on the Hydra agents as they shot at him. Winter Soldier dodged as always, and blocked other shots with his arm. When he heard it reactivate, having finally overcome the miniature EMP device it had been shot with previously, he allowed himself a slight smile behind his mask before then tearing into the Hydra troops with melee attacks. Each kick or punch was sufficient to send a Hydra man flying, and seeing this, Dark Hawkeye aimed another arrow and fired it, which Winter Soldier instinctively blocked...only to be surprised when the arrow went through the arm and it's top came within mere inches of his mask's goggles._

_"What...?"_

_"Surprised?" Dark Hawkeye asked with a smile. "I can kill people with coins and playing cards. Just imagine the damage I can do with arrows...oh wait, you don't have to because I just showed you." _

_Dark Hawkeye chuckled, but was less amused when Winter Soldier aimed his handgun and fired the last shot in it, Dark Hawkeye moving just in time._

_"Forgot about my **other** arm, dumbass."_

_Dark Hawkeye took aim with another arrow, and this time, Winter Soldier dodged. As he did, Captain America hurled his shield, and this time, it connected in full, knocking Dark Hawkeye back and up against the window, his bow also flying out of his hand. As Captain America reclaimed his shield and Winter Soldier reloaded his handgun, they converged on him._

_"You've lost, Lester. And when this is all over, your boss will be in a cell at Ryker's right next to yours."_

_"Think so?"_

_And then, fire consumed the vision of the two heroes as missiles were fired from the Apache Helicopters and went into the room they were in. The explosion's resounding boom nearly deafened the two heroes, and broken glass was everywhere, leaving some small cuts in the heroes' costumes, though their faces were spared on the account of Cap's shield and Winter Soldier's mask and goggles, respectively. The reprieve though, was a short-lived one when more missiles were fired just as Dark Hawkeye got up and zipped off for the doors. This time, the missiles took out more of the building's floor, and some of the ground beneath the two heroes began to give way as rubble fell and the floor collapsed in on the one below it. Soon, Captain America and Winter Soldier were sliding down, the former managing to grab onto the rim with his free hand and hold on tightly. Winter Soldier though, was not so lucky._

_As he continued to slide though, Cap held out his shield arm, exposing his hand and letting Winter Soldier catch it. Or rather, Captain America caught Winter Soldier's mechanical hand, which was now rendered useless and inoperative again thanks to Dark Hawkeye's arrow._

_"I...I can't grip." Winter Soldier said, seeing to his horror and Captain America's that his mechanical arm was beginning to slip through Captain America's hand, which couldn't hold onto it perfectly due to it's unmoving position, unable to grasp the good Captain's hand. Captain America tried to compensate by tightening his own grip, but then he saw the Apache Helicopter come in for another go._

_Looking down at Winter Soldier, Captain America said: "Bucky...it's your turn to be the hero now. Make me proud."_

_"Wait, what-?"_

_But before Winter Soldier could decipher Captain America's words, the Sentinel of Liberty swung his arm with such force that he sent Winter Soldier flying through the air and back onto what remained of the building's destroyed floor. Winter Soldier landed just as the Apache Helicopters fired out more missiles at the area. Captain America's position became consumed in a bright, blinding fiery explosion that caused Winter Soldier to scream out in protest. Then, flying out of the fires was Captain America's shield, some of the paint on it singed, blackened, and burned off, but the shield itself still fully intact. Winter Soldier grabbed it, and then ran to the edge to see where Captain America's body was. He saw nothing._

_"No..."_

_The helicopter's light shining in his face prompted the Winter Soldier to raise up Captain America's shield to block the glare. Mere moments after this, he took off. There would be a time to mourn Steve, if he was really dead. But now, much as it pained him inside, as much as he wanted to run right back to that ledge and stare down into the street below to search for any trace of his friend, and do it for as long as was needed, Winter Soldier knew that there was still a job that needed to be done. A battle that needed to be fought. And knowing his friend, Winter Soldier knew that Captain America would want him to make sure that that battle was won, with or without him._

_And it was then that Winter Soldier understood what Captain America meant by his parting words._

"...but despite what it appeared, I had survived. The missile that would have been a direct hit, I blocked with my shield. The other missile explosions were to my rear and sides. They singed my costume, burned my skin, but I still lived. And as I fell I threw my shield to Bucky, because I knew he would need it. The fall was...painful, to say the least. Between it and the burns, it was the worst set of injuries I'd ever gotten. Not even that one time the Hulk kicked me could compare. But, I survived. Didn't want them to know that though, so while they were still trying to see if I and Bucky were still in the building, I used the last of my strength to get to a nearby manhole cover, and from there make my way into the sewers. I think I blacked out some time after that. Wasn't sure how long I was out, but when I came to again, my body was sore all over. Every last muscle. I smelled awful too, from both the sewer and the burns that still hadn't fully healed. But, I was alive. And I knew that if I wanted to have the best shot of keeping it that way, I would need to lie low for just a little while." Steve made a slight smile as he said this. "Difficult to kill someone who's already dead, after all."

It was then that Bucky interceded: "...after that, I knew what had to be done. I knew that with everything that had happened, and was about to happen, the world still needed Captain America, and that if it couldn't have Steve, it would need to make do with me. So I took the shield, went underground, and started becoming the new Captain America. All to lead the remaining heroes against the SRA and against Osborn."

"So now you're back." Maria Hill said, looking at Steve Rogers critically. "You certainly took your time."

"Sorry I couldn't make my dramatic return sooner, but I did have to stay hidden for a long time. Not only did I need time to heal, I couldn't have Osborn thinking I was alive again too soon. I needed to lie low. And I still ran into some trouble here and there despite my best efforts to avoid it. But on the positive side...

As Steve Rogers said this, several more figures came out of the shadows and into view, namely the massive, rocky form of the Thing, the red and blue symbiote that was Toxin along with his "grandfather" Venom, the lithe build of Madame Viper, who's long dark hair masked some bruises and other injuries, and the also banged up but still standing Daredevil and Elektra, the latter of whom was back in her carbonadium armor and with her sais once more on her sides.

"...I found some old friends."

At this, Spider-Man smiled behind his mask. "Hey, the more the merrier." He turned to look at Daredevil specifically. "Good to see you again, DD."

"Likewise, Peter." Daredevil said with a nod before adding: "I'm looking forward to finally bringing Osborn to justice. Assuming I can miraculously keep from getting barred from my profession for life, I fully intend to be the one to prosecute Osborn once we take him and his thugs down hard."

"I think we _all _want a piece of Harry at this point." Spider-Man said, before then saying: "I'm glad you're still with us, Cap. I think we were all afraid we'd lost you."

"Well, I'm here now. And I intend to make up for lost time in full."

"Good to know, because we're all about to be seeing some action real soon."

"Spider-Man's right." Nick Fury said. "If any of you have any last things to take care of, make it quick. We're all taking a field trip to Asgard _real _soon, and once we do, not only is there no going back, but there's no guarantee that any of us will be _coming _back. So if you've got any affairs left to put in order, now's the time to do it."

-X-

"Thanks again for keeping my Aunt safe, T'challa."

Black Panther nodded but also said to Spider-Man: "Think nothing of it, my friend. That you care so much about your family speaks incredibly highly of your own moral character. Helping you to safeguard her when you yourself were kept from doing so was the least I could do."

"Still, it couldn't have been easy looking after both my aunt _and _yourself. Far as I'm concerned, I still owe you one."

"Consider it a generous gesture between two friends." Black Panther said as he, Spider-Man, Black Cat, and Azure Spider made their way to the safehouse where May Parker currently resided. It was Black Panther who input the codes to give the group access. When they entered, May Parker immediately identified her nephew and ran up to him to embrace him.

"Oh, Peter it's so good to see you again! I've been so worried about you this whole time..."

"The feeling was very, _very _mutual Aunt May." Spider-Man said as he hugged his aunt tightly. "I'm sorry I haven't been there for you, I really am. But being a fugitive isn't an easy thing to manage. I'm just grateful that T'challa here could look after you."

"He's been a perfect gentleman about it too, just like that Daniel Rand fellow. I'm glad that you have so many good people helping you do what you do. It makes me feel just a bit better about you risking your life every day."

"That is actually part of why I am here." Spider-Man admitted, before adding in a very serious tone: "I can't explain too much, but the long story short is that me and my friends finally have a shot at taking out Harry Osborn and all of his forces for good. A _very _big battle is coming up, and if we can beat them, then it's all over. We can get our lives back, or at least we've got a chance of it. But, if things go wrong...I wanted to be able to see you one last time just in case."

Aunt May frowned as Spider-Man said this. "Now don't you go talking like that, Peter. We can't have you losing that confidence of yours."

"I haven't lost my confidence Aunt May, or my courage. But I do want to make sure. I've stared down death before, but never quite against opposition like this _and _with so much riding on me specifically at the same time. I'm the one who's constructed most of the plan, you see. If it doesn't work..."

"If it's something you came up with, Peter Benjamin Parker, then I dare say that it's got a _very _good chance of success. I'm so proud of you and all the good you've done, Peter. I know you'll be able to win the day for yourself and your friends."

Spider-Man nodded. "I really do hope so Aunt May." He then turned to Black Cat and Azure Spider as the two walked forwards.

"Aunt May, this is...Felicia. She's the woman I've told you about before..."

Aunt May nodded. "Ah, yes. I remember you. Peter's told me a great deal about you, and I learned a lot more on my own." She looked at Black Cat with what seemed to her like a critical eye, but her words were not entirely what Black Cat was expecting: "You know, when I first heard about you, and how you were once a thief, you can imagine what I thought about you, shall we say 'adventuring' with my nephew. The nephew I've raised since he was a small child. I thought you were a bad influence on him, and I believed that even until just a few years ago. But then Peter started telling me about how you two were getting back together, and how you had helped him so many times in his life when he most needed it. I still don't know everything there is to know about you Miss Hardy, but if you really are the woman Peter says you are..." her lips formed into a smile. "...then I have nothing bad to say about you."

Black Cat returned May's smile with one of her own. "Thanks." She extended a hand. "It's a pleasure to meet you. For real, I mean. Peter's told me about you too. He loves you a lot."

May took Black Cat's hand in her own and shook it. As she did, her eyes fell on the Azure Spider. "And who is this? He...looks a bit like you, Peter. At least his costume anyways."

"This, Aunt May, is, well...actually, he's your grandnephew."

"My what?"

"It's...a long story. But believe it or not, he's a member of the family." Spider-Man turned to look at Azure Spider: "Now, if you could just give your name..."

Azure Spider hesitated, and for a moment just stood there silent, as Aunt May took in his armor and the many dents, dings, and scorch marks that could be seen on the otherwise vibrant blue and red. But then, slowly, he took off his helmet and exposed his face once more, the face that looked mostly like his father's and by extension, Peter's, but with his mother's green eyes. Indeed, as Aunt May beheld his face, her own eyes widened in shock. "Oh my...you...you _do_ look like Peter..."

"I'm his nephew." Azure Spider explained. "From the future. _A _future, I should stress. A world where my mother married someone other than your nephew, but only because..." He fell silent then began again: "...only because, in my world, your nephew died fighting."

At the mention of this, Spider-Man could see tears form in his aunt's eyes that she did her best to keep there. "And...why are you here? What is your name?"

"My name is Michael Hardy." He said simply. "I'm the son of my timeline's Felicia Hardy and Ben Reilly."

At the mention of Ben Reilly, Aunt May's eyes took on a look of genuine surprise. "That...that's my, _was _my last name."

"I think that's why Ben took it." Spider-Man said.

"And who is Ben?"

"He's...well, actually, that's a long story too. But if we live through what comes next, I promise you'll meet him too Aunt May. Suffice to say, he's a member of the family, same as Michael here."

"And..." Aunt May turned her gaze back to Azure Spider. "...we're you're from, this 'Ben' married Miss Hardy here?"

Michael nodded. "Yes, he did. But that was because in that world, your nephew died. Here..." He paused as he looked at Spider-Man and Black Cat: "...here, things went differently. Which also means that in this timeline I'll never be born, or if I am, I may come out a little different."

"All the more reason why you should stay here and be with us." Black Cat said, smiling at her son.

"I don't exactly have much of a choice."

"Well, you're a part of this family." Spider-Man said. "That's why I brought you here with me. You have a family here, Michael. I know it can't replace the parents you lost, but I would still be honored if you could come to see me as, well, as a father. Which also reminds me..." Spider-Man turned to Black Cat and said: "I've been dancing around the idea of asking this. I was afraid of quite a few things, not the least of which would be whether or not we could come to have a future together thanks to everything Harry's done. But then I realized, if I'm going to die, I want to do it without any regrets. And I love you no matter what, which means that I'm not going to let the fear of losing you in what comes next stop me either."

Spider-Man took Black Cat's hands in his own and looked her right in the eyes. "I know you're normally supposed to show a ring when you ask this, but...Felicia Hardy, Black Cat...will you do me the greatest honor of becoming my wife?"

The second Spider-Man finished his sentence, Black Cat's green eyes lit up and became so bright they were to his own eyes like two brilliant emerald colored stars. She tugged up the part of his mask covering his mouth and said right before passionately kissing him: "Yes, Peter, yes!"

The two kissed deeply and lovingly before their lips parted and Spider-Man and Black Cat turned to look at Aunt May and Michael. "Uh, Aunt May..."

Aunt May held up a hand as an indication for Spider-Man to halt. "No need to say a thing, Peter. You love her, and she's a good person. Better than I thought. You don't need my permission. And you _do_ have my blessing."

Spider-Man's still exposed mouth formed into a wide smile and he held Black Cat tightly to him. The two then turned to look at Michael: "Well, Michael? What do you think?"

"Do you need me to give you my blessing too? That sort of thing's not anything I'm good at."

"Not your blessing exactly. More like...your desire to be a part of our family. To be with us and spend your life in the company of ours."

Michael seemed to consider for a moment before then saying: "I...I'll think about it."

Black Cat's face seemed to fall a bit as Michael gave this answer instead of a definite yes, but her face quickly brightened up again as hope returned to her that he would one day say yes. She knew he still missed his real mother, the other version of her who had died in that other world along with everyone else. It would take him time to adjust. And she would respect that and give him the time he needed.

It wasn't long after this that Black Panther received a signal and he tapped into his communicator. He listened for a moment, and then nodded before turning to Spider-Man, Black Cat, and Michael, who was putting his helmet back on and becoming the Azure Spider once again.

"I'm afraid that that was Captain America...both of them. They say they're ready. And so is everyone else. We need to go back."

Spider-Man nodded before then turning back to Aunt May and giving her a tight hug. "I'll come back."

"I know you will." Aunt May said, smiling warmly. "Now go save the world one more time."

Spider-Man nodded and held out his hand for Black Cat to take: "And I know you're with me."

Black Cat nodded. "Spider-Man and Black Cat together forever, remember? I'm not backing out on that now. Not when we're about to have the single biggest battle of them all. What self-respecting superhero wants to miss out on that?"

Spider-Man smiled. "Just glad to see that you consider yourself that now."

Black Cat returned Spider-Man's smile with one of her own. "I have _you _to thank for that, remember? Now let's go out there and kick some ass. Harry's, Hybrid's, and all those other monsters and scum. And where Hybrid's concerned, I've got _my_ boot-prints reserved."

Azure Spider smiled. "Now _that _sounds like my mom."

-X-

"So..." Patrick Mulligan began awkwardly as he, Flash Thompson, and Eddie Brock all stood in one corner, their symbiotes retracted for the time due to the final fight having not yet quite commenced. "...explain again, how come Scream has that, well, sonic scream when the rest of our symbiotes can't stand sonic vibrations?"

"It's a little known fact, but what you need to know is that some symbiotes develop as part of their evolution the ability to project a sonic scream to frighten off and injure rivals. Normally, it's an evolutionary advantage, but it seems that Scream was given hers on a silver platter when they were 'growing' her." Eddie Brock shook his head. "What a shame. You have symbiotes like us who live our whole lives itching for a chance to have that coveted evolutionary advantage, and this lab-grown upstart gets it without doing a bloody thing to earn it. And she then has the gall to use it against us to boot."

"Somehow, I think that if _your_ symbiote had been born with it too, you wouldn't be complaining."

Eddie Brock shrugged. "I suppose not. But still, it is a shame that she had to use her gift for evil rather than righteousness. But that is her failing." Eddie made a rather dark smile. "...we will be sure to punish her for it."

"We'll see." Flash Thompson said. "But there will be other symbiotes out there besides Scream. And the worst one of them all is Hybrid."

"No kidding." Patrick said. "He's too powerful for any one symbiote to take on. He managed to get the upper hand on us. We had no choice but to retreat before he finished pummeling us into goo...oh God, I'm saying 'we' even out of the symbiote now..."

"Don't worry about it." Flash said. "That sometimes happens to me too. Just keep going out of your way to impose your will, and that will stop."

"Why resist it though?" Eddie challenged. "We _embrace_ our unity. We are not ashamed to refer to ourselves as such."

"Yes, well, I'd rather still have an individual identity, not just be one half of a whole."

Eddie smiled. "My dear boy, your statement shows that you still don't know what it _means_ to have a symbiote. You cannot retain your individuality in full. You must learn to accept that you and your symbiote are ultimately one in the same."

"Well, I don't. And I don't plan to ever start either."

Eddie shook his head and made a "tsk tsk" noise. "See the false idealism you've force-fed this poor boy? I'm disappointed, Thompson."

"Not all of us think as you do, _Brock_."

"More's the pity." Eddie replied simply, before then looking out at all of the other assembled superheroes and how many of them were busy chatting amongst themselves. Madame Viper was being debriefed by Nick Fury, and discussing her long period of captivity in Harry Osborn, Hobgoblin, and Hydra's clutches. The half of the Fantastic Four still standing were also talking amongst themselves about various personal things that interested Eddie Brock not, and elsewhere, Daredevil was awkwardly attempting to say something to Elektra worth saying after everything that had happened between them over the years as White Tiger stood not too far from the pair, all the while keeping her eyes fixed squarely on Daredevil.

Also among the gathered heroes, Bucky returned Steve's red, white, and blue shield to him, but Steve raised his hand for Bucky to stop.

"Keep it."

"But it's yours...it's _always _been yours."

Steve shook his head. "No, it was always mine when I was Captain America. But _you're_ Captain America now, Bucky. You've ascended to the role, and from where I'm standing, have done right by it. It's a moment that I wish could have happened differently than it did, but I still couldn't be happier that it did. It's what you've earned, old friend. It's who you are, and what you've become. It's what I've always wanted you to one day grow up and be. To succeed me and keep fighting the good fight in my place." Steve put a hand on Bucky's shoulder. "I couldn't be prouder of you and what you've done Bucky. And just as you've earned the right to be and call yourself Captain America, you've more than earned the right to use that shield. So keep it." Steve then formed a smile. "I'll make do. I have for this long, anyway."

To his credit, Bucky hid his uncertainty and lingering doubts well, and instead asked Steve: "And...if I'm still Captain America, who will you be? Unless you plan on going to Asgard in just jeans and a T-shirt..."

Steve shook his head. "No. Just this one time, there will be _two_ Captain Americas out there. I'll just be without my shield this time around. But I can live with that."

Eventually, Spider-Man, Black Cat, Azure Spider, and Black Panther returned to the HQ, and when they did, Nick Fury said: "It's time."

Getting up to an elevated place so that all of the gathered superheroes could see him, Nick stared them all down and said simply: "Because I'm not one for giving big, eloquent speeches, I think I'm just going to turn this over to someone who is." Nick turned to Steve Rogers: "Steve, if you would do the honors."

Steve Rogers nodded, and then walked up to where Nick Fury was before then looking down at the large assembly of superheroes.

"I know it's been hard for all of you, what's happened the last two years. Ever since Harry Osborn convinced the world to give him power he didn't deserve, he's been using that power to make all our lives a living hell, and to hurt a lot of innocent people along the way. You all know that he's now setting his sights on Asgard. What exactly he wants there, we don't know. But there are countless artifacts and weapons of power locked up there, and if Osborn got his hands on any of them, it would be a disaster for everyone else. And more to the point, Osborn's been allowed to run wild and hurt others for too long. Over 600 innocent people lost their lives at Stamford. We've all seen where Osborn was planning to send us all to keep us out of the way, and from what I've been told, he also recently killed one of us. Any one of those things would be bad enough on it's own. With all of that in mind, I'm asking you to all fight to the very best of your ability. Fight for not just our sakes, but for everyone else's as well. For the sake of the Asgardians who will be playing host to this battle against their will. For the sake of the X-Men who thanks to Osborn have been kept down and unable to help their fellows without fear of condemning all Mutants. For the sake of every last person in both this country and also the world who stand to be victimized, manipulated, and killed by Osborn and his forces in the future if he's allowed to get what he wants out of Asgard and we don't stop him here and now. I want you all to remember that, as we go to Asgard to fight Osborn and his followers one last time. I understand that Spider-Man and Mr. Fantastic have been busy constructing a secret weapon that will give us the edge against the very most powerful of Osborn's crew. With that in mind, I also urge you all to not let fear of what Osborn has on his side get the better of you. Instead, I urge you all to press forward, and keep fighting no matter what gets sent your way. Some of us may not come back from Asgard. Some of us may fall against Osborn and his Dark Avengers and Sentinels and whatever else. But we've all faced down death plenty of times before, and we've never let it stop us before. We can't let it deter us now. So with all of that in mind, I leave you with just this one, simple order: _Avengers, **Assemble!**"_

-X-

With the Dusk Sword at long last completed, Harry was finally ready to go to Asgard, and with the whole of his forces behind him. With this in mind, when Loki next appeared before him, he was ready.

"I expected you in Asgard days ago." Loki said, lip curled into a look of clear distaste as his eyes narrowed with a similar expression. "You had better have a good explanation for why you've been keeping me waiting this whole time."

"Call it preparation." Harry said, his tone managing to expertly fall back into that same facade of civility and earnestness that it was so used to taking on by then. "I wanted to make sure my forces were at their very best before I came to your rescue. But now I'm ready. So all you need to do now is teleport me and my associates and army to Asgard."

"Get them all in one place then." Loki said, still unamused. "I don't intend to teleport you all there one at a time."

Harry nodded, and sent out a signal for all of his Dark Avengers and Sentinels to meet him in his retreat in Symkaria. Harry himself chose to be expedient and go fly there in his American Son armor. Before he did though, he went to a private room to retrieve some...extra items.

Once in his repaired and restored American Son Armor and with the Dusk Sword sheathed on his back, he flew via jet-boots out of New York City and then faster and faster until soon he was comfortably traveling at a speed over and above what a good number of fighter jets were capable of. He maintained this speed for a time before at last his armor's scanners and HUD indicated that he was nearing Symkaria, and he decreased his speed significantly, before then coming to the country in full. Flying over it's empty streets and buildings, he soon arrived at the site where he had first made his pacts with Loki, Doctor Doom, and the Fisks, and it wasn't long after his own arrival that the first of his many Sentinels began to show up. Both the larger models and dozens upon dozens of the smaller ones arrived, and then after that his Dark Avengers, some coming in Quinjet, while others like Ms. Marvel and Vision flew to him. As the minutes passed, other forces arrived on the scene as well, namely Hydra agents, some of whom came in in vehicles of their own, and out of one came the Hobgoblin and Jack O'Lantern.

"All forces are standing by Mr. Osborn." Jack O'Lantern said as he and Hobgoblin walked up to American Son in full, who nodded in approval. "Good, good. I don't want any expense spared for what comes next. This is the moment of truth, you know. The acquisition of my greatest spoils to date. I hope you're all ready to back me up when the time comes." American Son turned to Hobgoblin: "...especially _you _Kingsley, after your failure to keep Madame Viper contained. You have much to make up for in what comes next. Pray you're up to the task."

Hobgoblin frowned, but said nothing. American Son then turned to his assembly of Hydra soldiers, human-sized Sentinels, and larger Sentinels, as well as his collection of Dark Avengers. Seeing this army laid out in front of him that was entirely his to command, American Son found his chest puffed by the sense of triumph and accomplishment that went along with it. Smiling smugly, American Son stood before his army and addressed them all: "Today, we set out to conquer new territory. Territory beyond the borders of our world. Territory unlike anything most men have ever laid eyes on. And even those who have never had the courage or means to claim it for themselves! This then is our moment to show we are superior! Our moment to show that not even supposed gods can keep from us what is rightfully ours! Our moment to show, that even if they try to stop us, even if they try to cut off our heads, _thousands_ more will take their place. _Hail Hydra!" _As American Son said this, he put his arms into the air in the Hydra salute, and down below, his legions of followers did the same, also shouting over and over: "Hail Hydra! Hail Hydra! **_Hail Hydra!_**_"_

It wasn't long after this that Loki appeared once more, and when he did, he looked even less amused than before. "Well?"

American Son turned to face him and smiled. "We're ready. Take us to Asgard."

Loki nodded, and in an instant, the whole of American Son's army was teleported away, and the next thing they knew, they were in another world, one of lush green meadows, snow-capped hills and mountains off in the distance, and a sky that looked like that of night even though for Asgard it was the middle of the day. And indeed, off in the distance could be seen the towering, glittering, golden spires and structures of the great city that the All-Father and his many subjects resided in, surrounded on all sides by sparkling, glittering water while elsewhere the large, rainbow colored bridge known as the Bifrost could also be seen. This then, was the realm of Asgard.

American Son's smile widened all the more. "We're here."

"One question though..." Hobgoblin said, which prompted American Son to turn to face him. "...what's going to stop the superheroes from following us here?"

"Nothing, really. Although, I'd imagine that at least a few of them will be a bit busy...saving New York."

-X-

"We've got a problem."

"You're going to have to be more specific, Hill."

"Picked up Police-Chatter. They say, and I quote 'an army of lizards and freaks' have invaded New York City."

At the mention of this, Spider-Man's eyes widened in shock behind his mask. "No..." He then turned to Black Cat: "Felicia, didn't you say that Harry had a bunch of mini-Lizards in Oscorp, along with Artificial Symbiotes?"

Black Cat nodded. "Looks like now is when he decided to let them loose."

"I wonder why." Spider-Man said sarcastically. "Harry must have figured we'd try to follow him to Asgard. So he's using the symbiotes and lizards to keep us busy."

"We can't just abandon New York to it's fate." Bucky said, now once again with his mask pulled up and Captain America once more. "Which means that at least a few of us will have to stay here."

"I suspect Osborn was counting on that too." Steve Rogers noted, now also in his Captain America costume. "A classic case of 'Divide and Conquer'."

"I'll stay." Black Cat said resolutely, before adding: "I have a hunch that Hybrid will be among the symbiotes here, and like I said, I've got a score to settle with that monster."

"Felicia..."

Black Cat looked at Spider-Man with a pained gaze, one that Spider-Man found himself unable to look right at for too long. "Spider, I _love _you. With all my heart. I always will. But I _can't_ promise you that I won't kill Hybrid after what he did to me. I just can't."

"Not even for the sake of having a future with me?" Spider-Man asked. "Felicia, I...I_ proposed_ to you. And you said yes. _Please_ don't make me lose the woman I love. I've felt that pain too many times."

Black Cat bit her lip and nervously looked away. Finally though, she sighed and said: "Even if I don't kill Hybrid, I still plan on kicking his ass." She turned to look at Azure Spider: "Ready for another fight with your mom, son?"

Azure Spider nodded wordlessly, and Spider-Man hugged Black Cat tightly, the cat burglar turned hero noting that his body shook as he pressed her up against it.

"I don't want to lose you." Spider-Man whispered.

"And I don't want to lose _you._" BlacK Cat admitted before looking up at Spider-Man and smiling. "I'll be fine, Spider. Cats always land on their feet, remember?"

"No jokes this time." Spider-Man said seriously. "Promise me...promise me that you'll come back."

"What if I can't make that promise, Peter?"

This question, along with Black Cat's calling him by his real name again, gave him pause. He sighed deeply and said: "You can't, can you?" He hugged her tightly again. "Be safe, at least. And, if all goes well...come back to me."

"And you come back to me." Black Cat said.

"I will, I promise."

As the two of them finished this exchange, Flash Thompson, Patrick Mulligan, and Eddie Brock all stepped forward. "We'll stay as well." Patrick said resolutely before adding with a shrug: "After all, what better answer to a bunch of symbiotes running around than sending more symbiotes after them?"

"Somehow, I fail to see the wisdom in that line of thought..." Scarlet Spider muttered.

"Alright, so it's Black Cat, Azure Spider, Toxin, and the Venom's. But that's probably not going to be enough on it's own. Any other takers?"

"_I'll_ stay." The Thing said, cracking his neck to one side as he did. "It's been too long since I was here in New York where I belong. Aunt Petunia's favorite nephew is ready for his homecoming."

"Good, good." Maria Hill said with a nod. "I can stay and coordinate the efforts in New York."

"I think I'll do the same." Nick Fury said, before adding: "Especially since, worst comes to worst, someone's got to stay here and lead another resistance. And frankly, I'm the best man for it. Not opinion, fact. Now anyone else want to stay in New York?"

"We'll stay." Luke Cage said, indicating both himself and Iron Fist. "The streets of New York are more our turf anyways."

"Alright then. The rest of you are going to Asgard though. So everyone get yourselves ready. Things are about to...'escalate'."

-X-

"Now that you're here." Loki began. "...I expect you to commit fully to your end of the bargain as I have mi-"

"Oh, do shut up." American Son said as he drew the massive, seven foot long sword from it's sheath and raised it's incredible blade triumphantly into the air. As he did, the blade became enveloped in a glowing blue field and a swirl of energy appeared around both it and American Son.

"W-what, what's happening? What are y-?"

Loki was cut off when American Son directed the Dusk Sword right at him, pointing it's tip at his chest. When he did, a massive burst of energy appeared, almost like a flare, and all who saw it were forced to shield their eyes, even the Sentry, as it came and then faded. When it did, the Dusk Sword lay broken in two, but Loki was also sprawled on the ground, Gungnir laying several feet from his body, his helmet knocked off his head, and his eyes bulging out and staring at the sky above.

"H-how...what...?"

"It was called the Dusk Sword." American Son explained. "It's modeled after the Twilight Sword actually, hence the name."

Loki's bulging eyes bulged out ever more at the mention of this. "No...how did you...?"

"Learn about the legend of the Twilight Sword?" American Son smiled. "From Stark, actually. While leeching information from his mind with one of my devices so as to build my armor and the Number 42 prison, this was just one more juicy secret I took from it; a plan to neutralize the All-Father of Asgard, but also a plan that Stark had never actually been able to implement. I, however, was not so unlucky. I created a substitute for the sword needed to lay you low, and now it has served it's purpose. Obviously, you won't be indisposed forever, but that's of little consequence. You'll be out of commission long enough for me to get what I came for. And when I do, it won't matter if you come at me with all the might your status as King of Asgard affords you. I'll still be able to put you in the ground."

American Son put his foot on Loki's chest for good measure and applied pressure as he continued: "I have to thank you, actually, for supplying me with the precious uru metal needed to give the sword it's final bit of power that it needed. And, the extra materials I leeched from Doctor Doom's mind ensured I didn't need the other parts of Stark's plan to make it work. I...simplified it, you might say. Why have a sword plus a bunch of other extra things, when the sword by itself can do the job just fine? Wouldn't you agree?" As American Son said this, he applied even more pressure, and the depowered Loki gasped in pain. American Son took his boot off, but then chose to punch Loki across the face before then turning his back to him and his front to his army.

"Follow me. Our prizes lie within Asgard itself."

-X-

"_The reports first came in a little over an hour ago_." Maria Hill said as the group of eight heroes made their way through New York, as they did seeing that the city was indeed in a state of chaos as fires raged, windows and doors had been smashed to bits while other buildings were in a state of complete lockdown. Cars were overturned or else wreathed in more fire, and everywhere the eight heroes looked people were in a state of complete panic as they ran about in every direction with no cohesion or sense of unity. As the eight saw clearly when one little child was bumped about in the crowd and nearly trampled before Eddie became consumed in his Venom symbiote and pulled him to safety via tendrils, it was everyone for themselves.

"_The attacks began in the area where Oscorp Tower is located, but that shouldn't come off as any kind of shock. What's more so of one is how they've been spreading like a plague. I'm now getting reports of symbiote and lizard attacks all over the greater Manhattan Island. I hope the eight of you will be enough, but somehow, I'm doubting it. We should have had more of you stay behind..."_

"No. Spider and the others were needed to stop Harry. Relax, Hill. We can take on his army of creepy-crawlies. Although, I do still have to ask: will we at least be getting any help from New York's Finest?"

"_They're completely overwhelmed at this point." _Hill said in what amounted to dismay. _"Most of them are concentrated around the Police Department building and the surrounding areas. They've set up a barricade and are also holding civilians there, but it's failing. Every moment those symbiotes and lizards are allowed to roam free the police lose more ground and more people die."_

"We'll go there." Patrick Mulligan said as the red and blue symbiote strands consumed his body and he became Toxin once more. "Those officers are our coworkers. Our friends. We can't just leave them. They _need_ us."

"Where are the symbiotes and lizards most concentrated, Hill?" Agent Venom asked.

"_A lot of them are still near and around Oscorp Tower actually. Scanners indicate other large concentrations of the monsters in Central Park, the Lower East Side, and Hell's Kitchen."_

"That's normally Matt's turf." Iron Fist noted.

"He's not here right now. Guess we'll have to do." Luke Cage said simply.

Iron Fist nodded and turned to Agent Venom: "Cage and I will go to Hell's Kitchen and do what we can there."

Agent Venom nodded before turning to Black Cat, Azure Spider, Venom, and the Thing. "There's three other hotspots to tackle, and only five of us. So we're going to have spread ourselves thin. Anyone got a preference?"

"A lot of people are going to be in Central Park." Black Cat pointed out. "Someone's got to make sure they don't get steamrolled while we're fighting the bad guys."

"I take it you're volunteering?"

Black Cat nodded. "I am."

"Then I guess I'm going to Central Park too." Azure Spider said.

"We shall accompany our grandson to where the police make their final stand." Venom said. "We have a hunch a mutual foe of ours will be there."

"Mutual foe?"

Venom nodded. "We can sense his presence out there. He's somewhere in this city, reveling in the chaos and bloodshed that is his gospel. We will confront him and best him once more."

"Well, _I _have a hunch that some of the worst of the bunch will be in the Oscorp Tower area. So that means I'm going there."

"I'll take the Lower East Side." The Thing declared.

"By yourself?"

The Thing cracked his neck to one side and then cracked his knuckles as he smiled. "Yeah. By myself. I'd be more worried about you, actually. Ya really think you can take on the biggest batch of these freaks by yourself?"

"Maybe not beat them all, but I can at least try and keep them contained. Once the rest of you have your situations well in hand, meet up with me at the Oscorp Tower. Then we can finish off the rest of these things for good."

"_It's not that simple, I'm afraid." _Maria Hill said over the comms. "_Remember how I said these things are spreading like a plague? Well, the symbiotes are duplicating themselves. Infecting others and turning them into more of their own. You can't just wipe them out by punching them all."_

"Then how do we stop them?" Agent Venom asked.

_"That's just it. I don't know if we **can.** We would need some way of wiping all of the symbiotes out at roughly the same time. For that, we'd need some kind of sonic emitter that had an incredible range..."_

_"_There any chance we could make one?"

_"It would take time, not to mention resources. And someone with the mechanical expertise to build it..."_

"I know one person who could help with that." Black Cat said. "And I know where he is in the city too. I can get him before going to Central Park."

"_Who is this person, pray tell?"_

"He's called the Tinkerer." Black Cat said. "He's the one who gave me my current catsuit. He tends to only work for a price, but maybe with all of New York on the line he'll give us a discount."

"_Wonderful." _Maria Hill said sarcastically before adding: "_And I don't suppose you also know where we can get the necessary materials?"_

"Oscorp might have them." Agent Venom pointed out. "Maybe as a precaution. In case Osborn ever wanted to get rid of the symbiotes if he lost control of them. I'll check when I go there."

_"You'd be going into the Lion's Den."_

"Symbiote's Den more like it, but I don't really have much of a choice here." Agent Venom turned to look at the group of heroes with him. "Alright people. You know what's at stake here, and you all know your missions. This isn't my first time in a war-zone, but it _is _my first time in a war-zone like this, so I'm just as nervous as the rest of you. But I can't let that stop me now, and you all shouldn't either. So _move out!"_

-X-

The army of Hydra agents, Sentinels of two different sizes, and of course the Dark Avengers all plowed through the sea of gold armored and green cloaked Asgardian warriors, each barrage of punishing projectiles or fearsome display of some even greater power from one of the Dark Avengers scattering them in all directions. As they fled or fell, American Son hardly cared which, he couldn't help but notice with amusement how much they each resembled their All-Father.

The further the army went into the golden city, the bigger and more ill-tempered their opposition became, with Loki's guards and soldiers giving way to Rock Trolls and then to Frost Giants and other fearsome beasts. But these proved no more successful against the punishing lasers of the Sentinels, or the forehead laser of the Dark Vision, or intense energy blasts Sentry and the counterfeit Ms. Marvel could fire out of their blue gloved hands, or even American Son himself, who's arsenal of repulsor blasts, rockets, and uni-beam succeeded in laying low all who dared to personally stand up to him. Some Hydra troops and Sentinels certainly fell here and there, particularly against the Frost Giants, but that was ultimately of no consequence to American Son. Only the prizes that lay within the Vaults mattered.

Finally, the army came to those Vaults, and under the combined fire of so many powerful superhumans and Sentinels and Hydra troopers with advanced weaponry, the doors melted like wax to a blowtorch. As the once magnificent golden doors became fiery orange and then black as they melted away, the Sentinels, Sentry, and Dark Vision tore apart the rest and tossed it to the sides, granting American Son and his forces full access.

"At long last." American Son said, smiling as he beheld the museum's worth of items, weapons, and artifacts that lay within the Vault. "The greatest of treasure troves is now mine to harness as I see fit."

As American Son said this though, a great mass of storm clouds suddenly appeared over the sky of Asgard, and then, several powerful bolts of lightning surged downwards and through the roof, sending rubble flying in every direction and prompting all in American Son's army to turn to the source. As they watched, they could see the bright light of the lightning's impact fade, and standing there was none other than the God of Thunder himself, Thor, with his hammer Mjolnir held aloft, and behind him, an army of superheroes that included both Captain Americas, Spider-Man, Scarlet Spider, Kaine, Iron Man, Black Panther, Hawkeye, Black Widow, Wolverine, Mr. Fantastic, Yellowjacket, Falcon, Madame Viper, Moon Knight, Daredevil, Elektra, White Tiger, Spider-Woman, Deadpool, and the four Slingers Prodigy, Dusk, Hornet, and Steel Spider.

"Well, looks like we showed up just in time." Spider-Man noted, before looking directly at American Son. "It's over, Harry."

"Over!?" American Son made a bitter, acidic chuckle. "For _you _perhaps, since you decided to kill yourselves by coming here. But at least now, I have the chance to rid myself of you all for good."

Spider-Man smiled behind his mask. "What makes you think it's just us?"

Another part of the ceiling exploded into a shower of rubble as more lightning bolts punched through it, and this time when the light faded, it was the bizarre but also fearsome sight of Thor's equal and friend, Beta Ray Bill, holding aloft the golden-bronze hammer known as Stormbreaker as with him were Lady Sif, the Warriors Three, the Valkyrie led by Brunnhilde, and a host of other Asgardian Warriors besides.

"I must thank thee, Mortal, for leaving my step-brother Loki indisposed." Thor said as his kinsmen appeared. "Otherwise, it would have been much more difficult for myself and Bill to break the enchantments and protective fields Loki keeps around Asgard at all times."

By this point, many of the members of Hydra were looking at one another and beginning to mumble among themselves as they also nervously inched backwards and away from the army of superheroes and Asgardians now staring them down. The Sentinels, totally devoid of any and all emotions, stood right where they were, but most of the Dark Avengers had looks on their faces that suggested they too were now a bit less prepared to revel in their "victory".

"Dammit, Osborn..." Hobgoblin hissed under his breath.

"Now close your eyes gentleman." Captain America I said evenly. "This is going to hurt."

**Author's Notes: And there you go. The final battles are now upon us!**

**For the record, the Steel Spider (Oliver Osnick) is not a member of the Slingers in 616. He just is in my Marvel Universe because there was never a second Ricochet in mine, and I needed someone to replace him on the team. So I went with a different young superhero inspired by Spider-Man.**


	15. City At War

**Author's Note: This chapter and the next happen simultaneously.**

Chapter 14: City At War

Carnage grinned maniacally as he stood atop an overturned police car, his clawed feet digging into the metal rear as he morphed his hands into sword blades and screeched with demonic delight before roaring: "Police of this fair city, _hear_ me! I and my children _know_ you cower and whimper in your pathetic little castle! I _know_ you tremble with fear, at how your pitiful bullets and gas and clubs can't stop us! I _know_ you sweat and shake and quiver, unable to figure out the answer to _how_ you can stop us. So let me help you out and fill you in on the answer: _you can't! _You _can't _stop us! We _don't _go down! We _never _go down! **_We are unstoppable! _**And let me fill you in on another little tidbit while I'm at it: _you will not be spared. _Not _you, _and not whatever poor, helpless, innocent civilians you've got holed up in there with you! There is _no_ stopping us! There is no stopping the carn-"

"Oh, _shut up_ dad!"

Carnage looked up just in time to see the source of the voice swing down to meet him, plunging both of his dark blue feet into Carnage's crimson colored torso. Carnage shrieked as he was knocked backwards and plunged into the concrete ground, hitting it with enough force to leave a small crater in it. Carnage snarled and threw Toxin off of him. As Toxin rolled, he staggered back to his feet, as he did swatting aside lesser symbiotes that tried to run at him and down him. He returned the snarl of his "father" with one of his own, his own symbiote tongue beginning to flick about as his own fangs were also showing. Carnage though, smiled at the sight of this, the way a human father might at the sight of his son first learning how to walk.

"Heh. The tongue and teeth have come out. It's good to see you're finally embracing your inner monster, boy."

"No. There _is_ no monster within us. We're not like you, father. We're our _own _being. We're a _hero."_

Carnage shook his head. "Eh, that same 'lethal protector' crap your grandfather always preached. He's gotten to you, hasn't he?"

As Carnage asked this question, other lesser symbiotes were sent flying in every direction, two, three, and sometimes even four at a time. Then, leaping out of the horde, came Venom, his own long, snake-like tongue that could have easily come from such a creature flicking about as he stared Carnage down.

"Yes, we have. You're alone, Carnage. These pretenders Osborn spawned in a lab will not help or save you."

Carnage chuckled. "Is that right? Clearly, you've forgotten how to count in your old age."

Carnage turned to the scores of artificial symbiotes surrounding him, a mess of hunching or else towering brutes and lean, wiry frames that both came in a rainbow of colors but were mostly either red like Carnage or black like Venom. It came from being grown from their DNA.

"Kids, it's members of the family come to pay us a visit. **_Kill them!_**"

With a collective roar, the lesser symbiotes charged in a massive tide, and Venom and Toxin leaped forwards to meet them head-on.

-X-

_"Okay, everyone report: how's it going?"_

"We're holding up alright down here." Luke Cage said as he and Iron Fist battled their way through numerous symbiotes and lizard creatures in the streets of Hell's Kitchen. Iron Fist's chi-enhanced attacks pummeled many of the latter while Luke Cage knocked members of the former into the air with the force of his punches and uppercuts.

"There's a lot of 'em, but I think I can manage." The Thing said confidently as he bowled through dozens of lizards and symbiotes swarming through the Lower East Side, each sweep of a large, rocky arm causing many of both to go sailing into the air and in some cases smashing right through cars. Several more leaped onto the Thing and tried clawing at him, but his rocky hide didn't even feel the scratches, and the Thing flailed about and threw his arms left and right, forcing the creatures off of him even as many insisted on holding on ever-longer.

"Beat it, ya creeps! I don't take freeloaders and I don't give out rides either!"

Again, The Thing flailed about wildly, and again some of them were forced off.

"_Keep it together, Grimm. You're the only one we could spare for the Lower East Side. How's everyone else doing?"_

"Still making my way to Oscorp Tower." Agent Venom reported as he continued to "run and gun", as they sometimes called it in the military, unloading a steady stream of black bullets at the horde of symbiotes and lizard creatures in his way, even though the projectiles didn't do anywhere near the damage he was hoping for. In fact, it seemed that each one he shot only became more inclined than before to charge him claws swinging.

"Resistance is getting stronger." Agent Venom noted as he kicked one Lizard in the jaw and knocked it back and then fired with one hand at a second. A symbiote leaped up and tried to tackle him, but Agent Venom shot upwards and drove both of his hands into his stomach before then driving him into the ground. "...I think that means I'm getting close."

_"How's it going with the Tinkerer, Agent Hardy?" _Maria Hill asked next.

"Almost to his safehouse." Black Cat said, all the while using her enhanced agility and reflexes to duck, weave, and sprint out of the way of every claw swipe, tail swing, and tackle from an angry lizard or symbiote that came her way. One of the latter tried to entangle her legs in a tendril, but Black Cat activated her catsuit's sonic emitters, which caused the tendril to burst into goo and it's owner to shriek and fall back as more came in to take it's place. Not keen on sticking around, Black Cat just kept running or else used her grapple hook to continue closing the distance between herself and the Tinkerer.

_"We need that sonic emitter up and functioning if we want to have any chance of winning." _Came Nick Fury's voice over the comms. "_So the sooner you find your 'friend', the better."_

"Working on it." Black Cat said tersely as she narrowly ducked under a swing from another symbiote's arm as she kept moving, not stopping or slowing down for anything, and doing her best to block out the ever-present roaring, hissing, and shrieking from all of the symbiotes and lizards as they pursued, all the while also snapping at her heels as they proved to be unnervingly adept at keeping pace with her, whether on foot or swinging through the air.

Black Cat's heart pounded the more she thought of this, so she stopped thinking about it and just kept moving forward, becoming completely single-minded as she kept going. It could have been a race to stop the timer on the World from reaching zero, or to keep the clock from striking twelve. And as it was, for New York City at that moment, they _were _on a timer, one to which Black Cat did not know the remaining number of minutes or seconds, but still knew that the number was a small one and growing smaller. So she kept pushing forwards.

Black Cat was so caught up in her mad dash through the city that she almost forgot to stop when she came within range of the Tinkerer's safehouse. Halting too abruptly, Black Cat found herself tackled right out of the air by two symbiotes that slammed her into the wall before the three then continued their fall to the ground below. Managing to activate her catsuit's built-in "failsafe", she was pleased that the electric shock injured the symbiotes enough to free up Black Cat's hands, whereupon she activated her suit's sonic emitter to force the symbiotes off altogether. Then, mere moments before she would have hit the pavement, Black Cat used her grappling hook to carry herself to safety.

Sticking her claws into the side of the building and panting desperately as she looked around her, she could see that by now, most of the symbiotes and lizards had abandoned their chase of her in favor of easier prey. But more of the beasts still ran about the streets and sent civilians scattering every which way in a frantic attempt to avoid or outrun them all, attempts at both tending to end in failure whenever the monsters set their sights on anyone.

Shutting her eyes tightly and doing her best to block out the screams of people she knew she couldn't save without ignoring others, Black Cat went in through the window to reach Tinkerer's safehouse, and when she did went straight to where she knew his workshop to be.

"Hey, Tinkerer, I know this may not come off as a great time to ask, but..." Black Cat stopped short when she saw that the door to Tinkerer's workshop was open, and inside, she could see an absolute mess that put the usual state of the place to shame. Papers and other items (including bits of machinery here and there), littered every inch of the floor, covered the chairs, and also the table. Other items were knocked over, or had clearly been disassembled, and the drawers containing many of the Tinkerer's files had been pulled out, left pulled out, and their contents removed. His computer and many of his other machines, Black Cat quickly noticed, were also gone.

"Damn."

Putting one hand to the communicator in her ear, Black Cat radioed Maria Hill and Nick Fury: "Uh, bad news; Tinkerer's skipped town."

"_Can't say I'm surprised." _Nick Fury said, though his tone did noticeably sound to Black Cat's ears rather disappointed all the same.

"What do we do now?" Black Cat asked, even though she knew Nick Fury and Maria Hill were probably every bit as unable to answer that question as she herself was. The Tinkerer had been their best hope, and now that he'd proven to be just the kind of unreliable weasel Black Cat knew he was, she for one wasn't feeling like she had much hope left to give. And then the sounds of banging and growling got her attention.

"Uh, hold that thought. I think I've got company..." Black Cat turned to face the source, and sure enough, a dark blue colored symbiote burst into the room, accompanied by two lizards, and the three of them together tearing apart the door and most of the area surrounding it.

Black Cat prepared for battle with the three, but before either party could attack, a large amount of smoke filled the room, which elicited roars from the symbiote and lizards. Then, a man's shadow moved through the smoke, and tackled one of the two lizard creatures. The sound of claws slicing and tearing into the beast's hide followed by it's roars could be heard, and Black Cat decided to pitch in by activating her catsuit's sonic emitter, which prompted similar screams of pain from the symbiote followed by it's charging madly. Black Cat moved out of the way in time and the symbiote charged through the back wall and then went right out of the building, plummeting as it continued to scream and shriek from the effects of the sonic emitter. Upon hitting the ground and leaving a small crater in it, it lay still.

Satisfied, Black Cat turned to see the man with the cape run past her, firing beams of energy out of wrist armor over his gloves at the two lizards that pursued him. Deciding to pitch in, Black Cat channeled the electricity in her catsuit through her gloves and got ready for a fist-fight. Isolating the injured and bleeding lizard, Black Cat ran towards him, ducked under his predictably slow attack, and drove her electrified fists into his side over and over. The Lizard roared and tried to slash out again, and again Black Cat dodged, also leaping over the second lizard as it ran at her. Both lizards then turned around and ran at Black Cat again, but a well-aimed laser shot from the caped man brought down the injured lizard while Black Cat back-stepped to avoid the second one's snapping jaws before then spinning around and delivering a swift, brutal punch to the side of it's head. The punch in conjunction with the electricity prompted a scream of pain from the lizard, and it swung out with it's tail. Black Cat leaped over it, drove another electrified fist into the back of it's head, and then smiled as this managed to finally bring it down.

"I like your tech." The man complimented as Black Cat deactivated her catsuit's electricity and turned to face him. He was a well-built and broad-shouldered man dressed in mostly green, but with violet purple colored boots and gloves that had various cylinders, canisters, and gear surrounding them. A cape of the same color as the gloves and boots was draped over his shoulders, and a purple mask with a black design over it and white eye-holes covered his face.

"I have to say, you picked a hell of a day to start your superhero career."

"What makes you think today's my first?" The man in purple and green asked with a smile behind his mask. "I'm the Prowler."

"Never heard of you."

"Maybe it's 'cause I'm before your time. I retired. Was almost ten years ago."

"And now that New York's a warzone, you decided to come out?"

"Just this one time." The Prowler stressed.

"Well that shouldn't be a problem, considering that from the looks of things, there's not going to _be_ a next time for any of us."

"I was hoping the Tinkerer could help with that, which is why I came here looking for him. He helped me upgrade some of my weapons and gear, you know. Thought maybe he could make something to stop these things, but it looks like he's not here."

"Well, I had the same idea. Guess we're both disappointed."

"Maybe, but I don't think it's all over yet."

"Oh?"

"Tinkerer may have helped upgrade my toys, but he didn't invent them. _I _did. I happen to be an expert in mechanical science and engineering. And the Tinkerer may have cleared out, but he didn't take everything. We may be able to work with what we've got."

"You wouldn't happen to know how to build a giant sonic emitter that can let loose a sonic vibration big enough to encompass an entire chunk of New York, could you?" Black Cat asked, not at all expecting Prowler to give her any kind of answer she wanted.

"Sonic emitter? Maybe. But I'd need resources. And a lot more than just what's here."

"Well, in that case, pack up what you can and follow me. You may not be the Tinkerer, but you're still better than nothing."

"Gee, thanks." Prowler said sarcastically.

Black Cat then radioed Nick Fury and Maria Hill again: "Hey, it's me. Tinkerer's still not gonna happen, but the good news is I found someone else who might be able to help. He and I are going to Central Park next."

"Central Park?" Prowler asked.

Black Cat nodded. "Yeah. My son happens to be there."

-X-

"Is that the best you've got!?" Carnage demanded with feral glee as he took yet another punch to the face from his "son" before then retaliating with several slashes of his claws and then more of the same from his hands morphed into bladed weapons.

Toxin dodged as many of these attacks as he could, and took the ones he couldn't with a snarl of defiance. "It tickles." Toxin growled, to which Carnage cackled.

"No need to be proud with me, son. I can see how much I'm hurting you right now..."

Carnage let fly with several tendrils that all ended in barbed and sharpened tips. He drove several of these into Toxin's body and then pulled Toxin towards him, as he did turning his hands into sword blades with which to run Toxin through. Toxin though, caught the blades in his hands and kicked out with both legs, driving them into Carnage's chest and knocking him back and into the ground. It was only here that Toxin let go of the sword blades and then grabbed the barbed tendrils still stuck in him and tugged with all his might.

Toxin roared as he ripped the tendrils out in full and tossed them to the sides, blood and bits of symbiote both coming out before the latter reformed. By now, Carnage was back on his feet and ready to charge again, before Venom tackled him and engaged him in another brutal, close-quarters brawl. As he did, Toxin whipped about and sent two more symbiotes flying through the air with a single swing of his arm. As he did though, several tendrils wrapped themselves around his arm and pulled. Toxin planted his feet in the ground and tugged back, and so began a struggle, one that Toxin soon won when he pulled again and sent the source of the tendrils flying forwards and into his path. With his other arm, Toxin drove his blue colored fist right into Lasher's face, knocking him flat on his back.

"You shouldn't have come after us again." Toxin snarled at Lasher as he lay there in a daze. He then barely reacted in time to avoid Phage as he leaped at him, massive mustard colored claws extended and ready to tear into Toxin.

"You may have beaten us before, but we're ready for you this time. And you can't take us _all _on." Agony challenged as she arrived to back her fellows.

"Sure we can." Toxin shot back defiantly, readying his own claws as he did. "You're all just thugs and bullies. We're not impressed by you."

Agony snarled and then ran at Toxin along with Phage. Toxin leaped over the purple and yellow symbiotes, before then shooting tendrils at both and sticking them to the two's backs. Toxin then swung his arms forwards, and the two symbiotes went flying forwards before then smashing into the ground. As this happened, the brutish, blue form of Riot came charging forwards, as he did knocking over other symbiotes who just happened to be in his way as he ran right at Toxin with the intent of bulldozing into him. Toxin met him head-on, incredibly grabbing Riot and wrestling him to the ground, the two rolling with such speed and power that the only then-recovering Lasher was knocked to one side by it.

Soon though, the two symbiotes were back on their feet, still engaged in a brutal back-and-forth. For all his roaring and aggressive attacks though, Riot found himself oftentimes striking at nothing but thin air as Toxin side-stepped him again and again and drove his fists into him again and again, each time also managing to make Riot roar all the louder.

"You rely too much on brute strength." Toxin noted, before then side-stepping to avoid Riot again and delivering a well-aimed boxing style punch to his face. "You also need to work more on your footing and technique."

"**_Shut up!_**" Riot bellowed, before launching another attack at Toxin that he easily dodged. By now, Agony and Phage were back on their feet, and eager to pay Toxin back. When they charged though, Toxin leaped over their heads and got himself into a better position as the three symbiotes all turned to face him, Lasher soon joining them to make it four. Toxin though, smiled at this, showing off his teeth as he did.

"Just the four of you, huh? Too bad."

-X-

"Get behind me!" Azure Spider shouted as he let fly with some small gray colored spheres that then exploded in the faces of the symbiotes and lizards that charged forwards. The man and his son that stood behind Azure Spider both trembled with fear, each clutching the other tightly as they found themselves unable to move. Swearing under his breath, Azure Spider grabbed them both and sprinted with them in tow, trying to get them to a safe distance. He dropped them off at the edge of the park and then dove right back into the thick of it, punching and kicking his way through any lizards or symbiotes that tried to get in his way as he looked about for more people to save. One elderly couple here, a young woman who had been jogging before the attack started there, all the while having to dodge or else fight off more of the lizards and symbiotes as they came at him.

One of the latter managed to get lucky and nailed him right in his chestplate. Azure Spider's armor held but he was still knocked back by the force of the blow. As he tumbled backwards, Azure Spider barely rolled and recovered in time as several lizards tried to pounce on him while he was vulnerable. Firing webbing at them, Azure Spider launched himself into the crowd and began bouncing from one to the other in turn, attacking each of them as hard, and fast, and relentlessly as he could.

_Well, at least they're not as tough as **my **world's Lizard._

As the last of the lizards fell, Azure Spider looked about for anyone else in the park to get out, and saw a young woman with long blonde hair being chased by a particularly bulky symbiote that was mostly blue with some bits of red. Web-zipping towards it, Azure Spider latched onto the symbiote's back and primed a cylindrical device that he then stuck into the symbiote's back before kicking himself off. As he rolled backwards, Azure Spider fired a web-line at the woman and swung to one side to get her clear of what came next, namely a blast that sent up a thick cloud of what looked almost like icy smoke. When it subsided, the Symbiote was frozen stiff.

Satisfied, Azure Spider ran towards the woman and helped her up.

"W-what was that you hit him with? It looked like liquid nitrogen..."

"That's because it was." Azure Spider said simply before taking another look at the woman. When another symbiote tried to let loose with a tendril attack, Azure Spider grabbed her and dived to one side to avoid it. Getting back up, Azure Spider primed and hurled another cylinder that exploded in another cloud of liquid nitrogen. This time though, the symbiote avoided it, though it was at least kept at bay.

"Just so you know, that was my last one."

"What do we do now?" The woman asked as she too got back up.

"No worries." Came a voice that Azure Spider for one knew well by this point. Looking up, he saw Black Cat and Prowler swing into action via their grapple hooks before then diving feet-first into the symbiotes and lizards that awaited them. Prowler let fly with several more of his gas canisters to create a thick cloud of smoke that gave them, Azure Spider, and the woman time to get out of sight and then out of the park altogether.

"How did you do?" Black Cat asked as the four put some distance between themselves and the park.

"I got out as many people as I could, but some of them...some of them were gone by the time I reached them."

"You did the best you could." Black Cat said, putting a hand on her son's armored shoulder encouragingly. "And the good news is, I found us someone who can build what we need to get rid of the symbiotes."

"I _might _be able to." Prowler corrected. "But I'll need more materials than just what I got from the Tinkerer's workshop...

"Wait; you're building something? What?"

It was then that Black Cat, Azure Spider, and Prowler turned to face the blonde woman who was still with them, and Black Cat's eyes widened as she realized she'd seen her before. "Wait a minute, you're..."

"Gwen, yes, I know. You can call me 'Joyce' now. I came back when I heard about what was happening here. I wanted to help Peter anyway I could. But I'll be glad to help you instead."

"How do you plan on helping us with this, exactly?" Azure Spider asked skeptically.

"I happen to know a thing or two about building things, and I definitely know about science. If you're planning on making something to stop these monsters, I may be able to help."

"If you must know, we're trying to build a series of sonic emitters. Symbiotes can't stand sonic vibrations. We build enough of those emitters and get them in the right places, we can take them all out at once."

"Sonic emitters, huh? That's not exactly my specialty, but I think I can do it. And with him and me working together, the work will get done twice as fast."

"Be that as it may..." Prowler said. "...we still need to get more and better materials to work with, along with a stable place to work."

It was then that Black Cat got a signal from her communicator and put her hand to it to listen to it: "Yes?"

"_It's me, Agent Venom. Listen, I've got good news and bad news. Good news is, I'm in Oscorp, and I think that you'll all want to come here to see what I found in it."_

"And the bad news?"

_"Yeah, the bad news..."_

-X-

"...the bad news is, the building ain't empty."

As Agent Venom said this, he dodged another sonic scream that surged through the room and proved so powerful it split the tables and desk behind him right in two. Agent Venom retaliated with another barrage of black bullets, but Scream dodged these without trouble. She unleashed another sonic scream, and once again Agent Venom had to move out of the way before it could reach him and wreck havoc on his own symbiote.

_Just my luck. **She's** gotta be the one standing guard._

"Just give up!" Scream taunted. "You can't touch me! I'll just shred you to bits with my scream! You've got _nothing!"_

_"_Oh, _shut up." _Agent Venom said, firing out more black bullets even though he knew it wouldn't do a lick of good. Except, of course, for silencing Scream's taunting and goading.

_No wonder Spidey always does it to the bad guys. It **is **annoying..._

But that being said, Agent Venom also knew that Scream was right. With that namesake of hers, he couldn't get anywhere close enough to her to really lay into her. It was the ultimate deterrent against him, and he had no way around that. Attempts to distract Scream by hurling objects at her were met with failure when Scream just obliterated them with her namesake.

_Kind of wish Spidey was here. **He'd **have found a way to beat this glorified C-Lister by now._

-X-

Outside the barricaded police station, the battle between the symbiotes continued to rage. However, as they're being pressed up against the barricade made evident, the battle was not going well for the side that's forces numbered only two.

"Keep the pressure on them!" Venom roared as he knocked back several more lesser Symbiotes before getting into a brutal brawl with Riot and Phage, doing what he could to pummel both of the Artificial Symbiotes along with their fellows.

"There's too many!" Toxin shouted, narrowly dodging Lasher's tendrils as he clawed left and right at nearby symbiotes and tried desperately to keep from getting surrounded by staying mobile at all times. But, no matter which direction Toxin went in, there always seemed to be more symbiotes coming in to attack.

"That's right, struggle! I _like _it when my victims fight the inevitable!" As Carnage said this, he leaped into the air, his lithe, red form blocking out a good part of the sun for the moment he was aloft before he then came downwards claws morphed into sword blades. Toxin saw him coming in time to move his body just enough to keep from getting stabbed, but the sword blades still slashed Toxin's chest and elicited a growl of pain from him. Carnage slashed out with his arm blades, but Toxin ducked under this and delivered several punches to the villain's stomach and head. That exchange went on for a time, before Lasher, Agony, and several other symbiotes coming his way forced Toxin to break off his attack and leap over their heads before running.

Venom, meanwhile, had managed to down Phage and several other symbiotes, and was now focusing all of his efforts on Riot, sending fist after fist into the blue symbiote and knocking him about with impunity. Riot did what he could to retaliate, but Venom had no trouble avoiding his attacks and then delivering several more rapid-fire strikes to his person.

"We have to say, our grandson was right about you..."

Venom ducked under another swing of Riot's arm and caught Riot's legs in his own before then twisting and slamming Riot face-first into the ground, his head creating a small crater where it impacted.

"...you have no technique at all."

As Venom stood back up, a smaller black and orange symbiote leaped at him, intending to stick itself to his back and claw away, but Venom spun around to meet his foe as he was coming down, and with a single, speeding punch hit the smaller symbiote so hard he sent him sailing through the air and over the heads of everyone else present, before he then finally landed a good couple feet away from the battle. Venom grinned as he watched this, and turned his attentions back to the other Symbiotes running about, wading right into the thick of it.

Carnage, meanwhile, had reengaged Toxin, who did what he could to avoid his father's slashes and thrusts and claw attacks as well as retaliate with strikes of his own. Seeing this, Venom made his way to them, but before he could reach Carnage and Toxin in full, he was tackled by a new symbiote, one he easily threw off but then turned to face. When he did, he realized that he felt more of a connection to this one.

"You were grown from us, weren't you? A copy."

"We are Poison." Poison growled, to which Venom scoffed.

"As I thought. A copycat. A cheap knock-off."

Venom surged towards Poison, grabbed her leg, and slammed her into the ground when she tried to leap over his head. However, as he pulled Poison closer to him and raised his other arm, Lasher's tendrils wrapped themselves around it and pulled it back. Venom snarled in annoyance, and pulled forwards, struggling to break free and finally managing to launch Lasher forwards, slamming him to the ground as well. This gave Poison time to free her leg though when she slashed at Venom's arm with all her might. Venom snarled and his grip loosened, allowing Poison to wiggle her leg free. Next to attack from behind was Agony, who Venom grabbed and slammed into the ground. But as he did, Lasher and Poison were soon on him, and suddenly, Venom found himself coming under attack from all three at once.

Toxin, meanwhile, was also getting attacked by more than one foe, having to periodically knock away symbiotes that ran at him while still doing what he could to keep back his monstrous father, who didn't let up for even a moment as he continued to hack and slash with a bloodlust that knew no bounds.

"Keep fighting, young one!" Venom roared as he threw Lasher into the air and then struggled to get Agony and Poison's claws out of his arms. "If we fall, so do everyone in that building! We can't fall! Keep fighting! Keep fighting! **_Keep fighting!_**"

-X-

When Black Cat, Azure Spider, Prowler, and Joyce made their way to the Oscorp Tower, they could see the damage the symbiotes and lizards had done to it; the front doors and quite a few of the windows had been smashed wide open, and hordes of lizards and symbiotes did indeed still congregate around the building. With this in mind, Black Cat grabbed Joyce and swung in through the top windows via grappling hooks to avoid the symbiotes and lizards, and Prowler followed. Azure Spider though, stuck himself to the windows and prepared to face down all of the symbiotes and lizards that had by now taken notice of the heroes and were making their way up the side of the building.

"Get inside and do what you have to!" Azure Spider shouted. "I'll keep them back!"

"Not by yourself!" Black Cat said.

"**_Go!_**_" _Azure Spider shouted. "You _need _to build that device, and they need someone to look after them while they work. So go! I can do this!"

"He's right." Prowler said. "We can't risk anything now. We need to keep moving."

"He's my _son!_" Black Cat challenged.

"I know, mother." Azure Spider said, which caught Black Cat by surprise and caused her green eyes to water. "...but I need to do this."

And then, Azure Spider leaped off the side of the building and dived into the first of the lizards that reached the upper half of the Oscorp tower, slamming his fists into them and knocking them right off the side. As they fell, they knocked down several other lizards and symbiotes along the way, until soon almost a dozen of them had fallen to the ground along with Azure Spider. As the hero staggered to his feet, he saw facing him down dozens of lizards and symbiotes, all of whom were hissing, growling, baring their fangs, and showing their tongues. Azure Spider took it all in without flinching.

"Bring it on." He said simply.

And then they all charged him.

-X-

Back inside Oscorp Tower, Black Cat radioed Agent Venom: "We're in. Now what's this special something you wanted to show us?"

There was static on the other end, as well as the sounds of fighting before Agent Venom's voice came on the other end: "_Uh, yeah. Turns out there's already a signal of some kind inside the tower. I think it's supposed to send out a frequency across the entire city."_

"You think it's what we need to take out the symbiotes?"

_"Could be. Maybe in case the symbiotes became so out of control even Osborn couldn't tell them what to do anymore. Or for when he got tired of them. But it's worth looking at. If it **is** a kill-signal, then we can end this all right here and now..."_

"Here's hoping." Black Cat said with a nod before asking: "Where's it at?"

"_Eighteenth floor. It's got a control panel and everything. I'd have checked it myself, but I'm a jock, not a geek. Not to mention..." _Agent Venom was briefly cut off when intense static came on the other end, before he added: "_...I'm a bit preoccupied."_

"Don't worry, we'll handle it." Black Cat said before turning to face Prowler and Gwen's clone. "Okay, so it turns out you two may not have to do quite as much after all: there's a signal inside the tower. It might be to send out a sonic wave to eliminate the symbiotes in case their master ever got tired of his pets. If it is, then all we need to do is turn it on."

"Any idea where it is?"

"Eighteenth floor. That's not too far from where we're at, so let's not waste time. After you."

-X-

"That's it, keep following me!" Azure Spider taunted as he web-swung through the interior of the Oscorp tower, all the while more and more symbiotes and lizards following him in a mad pursuit. As he continued to web-zip from wall to wall and also web-swing, Azure Spider was pleased that the lizards in particular struggled to keep up, and the higher up into the tower he went, the more Azure Spider's pursuers decreased in number.

That didn't mean that there weren't still quite a few of them though.

It was when Azure Spider heard an intense shriek that hurt his ears even through his helmet that he noticed Agent Venom engaging Scream on one floor, and decided to swing in to lend a helping hand. Aiming one of his gauntlets at Scream, Azure Spider fired out a bola that's balls crackled with electricity as it spun through the air before then entangling itself around Scream and causing her to cry out in pain as the shock caused her to flail about. It also gave Agent Venom the opening to finally close the distance and kick her back with all his might.

As Scream was sent flying backwards, Agent Venom turned to see Azure Spider land. "Thanks for the assist."

"You did seem like you needed it." Azure Spider remarked in a deadpan before turning just as the many symbiotes that had been pursuing him all the way arrived on that floor, along with some of the lizards that had managed to get ahead of the rest.

"Well, looks like I'll get to see that neat trick you just pulled again."

"Actually, I only had the one bola." Azure Spider said as he entered a fighting stance, before then adding: "...and I doubt it was enough to take the yellow one out either."

"...oh."

The symbiotes and lizards pounced, and Azure Spider threw back his arms, a shining silver blade snapping out of each gauntlet as he did. The first lizard to close the distance got one of said blades plunged into his neck area, Azure Spider using all of his strength along with the blade to force him down before then finishing him off with a punch across the face. As more lizards and symbiotes closed in, Agent Venom waded right into the thick of it, letting fly with punches and kicks in all directions.

"You wouldn't happen to have any other goodies to let loose on these things, would you?"

"I did. Used them all. These blades are all I've got left."

"Guess those'll have to be enough." Agent Venom said as he punched back a rival symbiote and then grabbed a lizard by the tail and swung with all his might, slamming him into two more of his fellows.

"Just keep hitting people." Azure Spider said simply as he drove both of his wrist blades into one symbiote's chest before hurling him over his head. "We have to hold out, for as long as we can."

Azure Spider's spider-sense began to buzz intensely, and he just barely moved as an intense sonic scream ripped through the area, rending the symbiotes of those who were caught in the way as well as knocking them through the air. At the same time this happened, Agent Venom turned in time to get a punch right to his helmeted head that sent him flying backwards and into Azure Spider. As the two looked up, they could see an unpleasantly familiar red and black symbiote amidst the throng, puffing up his chest and striding forwards as his lesser brethren surrounded him on all sides.

"You two are intruders." Hybrid said, smiling and showing off a big mouth full of sharp teeth as he did. "Me and my boys will be sure to show you _out._"

As Hybrid said this, Agent Venom turned to Azure Spider: "Black Cat and the others had better work fast. Because I don't see the two of us lasting much longer..."

-X-

"Well?" Black Cat asked when she, Prowler, and Joyce finally arrived at the signal, which was actually a tall, metal signal tower that had been fitted into the center of the room, but going upwards higher and higher until it ran into the top of Oscorp Tower itself.

"Fascinating...they found a way to have the tower tie directly into the building's top. If any kind of signal is activated, it will be transmitted from the top of Oscorp Tower, and then, I assume, carry over to the rest of the city."

"Great. So now for the big question: does it work?"

Joyce went to the control panel and checked, but when she turned it on, she soon encountered problems, and frowned as the screen flashed it's undesired messages to her.

"Bad news; there's a problem with the connection. It's not registering any of my commands. I won't be able to turn it on using the terminal unless Prowler and I can fix it."

"How will you do that?"

"Go through the code and correct it." Prowler said. "...but I should warn you, that mechanical science is my specialty, not computer science. Which means this is gonna take a while." Prowler turned to Joyce. "...unless you happen to be any better at it than I am."

"I doubt it." Joyce said, before adding quickly: "But I know a bit about it. Between the two of us, the work will hopefully go faster."

"Alright then. Anything for me to do? And just so you know, Computer Science was the one class I got a D in. So I'm hoping the answer is something else."

"Actually, yes." Joyce said. "The software's not the only problem. There's a voltage one too."

"Voltage? You mean power?"

Joyce nodded. "Before the terminal basically crashed on me, I saw what this signal tower's range is supposed to be. And considering that it doesn't go past a certain point _and _gives off a much lower decibel than I would have wanted, I think it's clear that we're going to need to...give it a boost."

Black Cat raised an eyebrow. "And you think I can do that?"

"It wouldn't take much." Prowler pointed out. "Just go to the tower's generator room and increase the voltage. It probably wouldn't need much of an increase, definitely not more than 12%. There will be a circuit-breaker in place, probably, but with the toys I've seen you carry, that shouldn't be a problem."

Black Cat shook her head. "It won't be. Messing with tech is one of the many things _my _tech does well."

"Good to know. Fair warning though: once we give you the signal to up the voltage, that 12% power increase will only be able to last for so long before everything fries. So in other words, we're only getting one shot at this."

"Then I guess that signal tower had better do it's job." Black Cat said simply.

"Let's hope so." Prowler agreed with a nod before turning to Joyce: "Alright then; you want to dive into that terminal first, or should I?"

"I'll go to the generator room now." Black Cat said, running off as she did. "Good luck correcting the code."

-X-

Another Lizard screeched in pain as Azure Spider plunged one of his arm-blades into it's throat and then pulled it out, blood now covering the whole of the blade. Slashing out with it, he managed to leave a cut in another lizard that caused it to reel back and allow Azure Spider to lay into it as others still tried to pounce him and pummel him. Agent Venom, meanwhile, now had to once more play evasive regarding Scream's sonic namesakes, his only consolation being that at least the missed ones tended to strike other, less agile symbiotes and destroy them on the spot.

"Come closer, little man! Otherwise I'll just raise my voice even higher!"

"Voice puns, really?" Agent Venom said before being tackled by Hybrid, who slammed him into the ground repeatedly and then roared right in his face. Agent Venom's response was to fire point-blank black bullets into his red and black face, but this only caused him to back away a bit, not actually doing any damage. It did give Agent Venom time to get back up though, just as Scream let loose another sonic namesake that both Agent Venom and Hybrid only barely dodged.

"Watch it!" Hybrid roared, to which Scream shot back: "Stay out of my way next time!"

Agent Venom took advantage of this to take aim with his guns and fire right at Scream's head. To his dismay, her head only snapped back from the force of the bullet, and then she unleashed another of her namesakes in his direction. Agent Venom cartwheeled out of the way, only to then walk right into another punch from Hybrid that sent him flying right through a window and plummeting to the lower floors of Oscorp before black tendrils carried him back up. However, as he went swinging back up, Hybrid was coming down to reengage him, as meanwhile Azure Spider continued to do what he could on his own.

He stabbed one lizard in both of it's armpits with his blades before then throwing his arms back and causing the lizard to go sailing over his head and then over the edge of the balcony. He spun and slashed at another lizard's stomach as it came at him, it's body then rolling along the ground. But as he did this, several more lizards along with symbiotes all tackled him at once. Azure Spider tried to slash and stab his way out, but there were too many, and soon he was being knocked about by all of them, as though he were a small fish caught in a stream with too many large rocks in the way. Soon, his armor began to get dented and pitted, until finally one of his pauldrons got torn right off by a greedy lizard that Azure Spider then stabbed through the eye. A symbiote leaped on top of him and started clawing into his damaged armor. Azure Spider rolled backwards and in so doing bucked the symbiote off of him, but unlike the lizard, this creature saved itself by swinging back onto the balcony via tendrils.

Another slash from another symbiote, and Azure Spider's web cape was taken off, falling to the floor in a heap. Azure Spider tried to use his superhuman agility and acrobatics to put more distance between himself and the symbiotes and lizards, but they seemed to be everywhere he went, and thus he had to keep moving about. And Scream's sonic blasts didn't do much to ease the situation.

_Hope you get that signal tower up and running soon, mom. Otherwise, I won't get to enjoy what this Earth has to offer after all..._

-X-

"I'm in the generator room." Black Cat said. "How's it going with the terminal?"

"_Slowly, unfortunately."_ Came Prowler's voice._ "Remember, this isn't exactly our strong suit. So expect this to take another 20 minutes at least._"

"Seriously? There's a bunch of slime-covered monsters rampaging through the city _right now. _We don't **_have _**20 minutes. Can't you two work any faster?"

"_You wanna come back here and try your hand?" _shot Prowler, to which Black Cat sighed and said: "Well, on my end, I've gotten past the circuit-breaker. I'm ready to up the voltage once you've fixed the term-"

Black Cat was cut off when a targeting laser over her chest and a second over her forehead prompted her to move right before two sniper rounds were fired, the bullets going right through the wall Black Cat had had her back to. Seeing a man in black ops gear with a black mask and green glowing goggles over his face, Black Cat sighed and said: "Looks like the tower wasn't as devoid of people as we thought. I've got company."

"_Deal with them." _Prowler said. "_We can't let them keep the voltage from being upped for the signal tower."_

"And there's also my not wanting to die to go along with that." Black Cat said in a deadpan as she closed the distance between herself and the sniper before firing her grappling claw at him and pulling him over the edge of the walkway he was on, the man dropping his sniper rifle as he screamed and fell. Once he hit the ground, Black Cat finished closing the distance and knocked him out with a single punch across the face that broke his goggles.

This though, proved to be nothing compared to what followed, namely several more of the men in black with commando gear and masks with green night-vision goggles. Some carried guns, but others drew metal rods that extended into battle-staves or alternatively swords. The last one caused Black Cat to smile.

"Tough guys aren't you? Bringing swords instead of guns. Fine by me."

Moving before the men with guns could think to fire, Black Cat zipped towards one and drove her fist into his face, knocking him backwards, before then leaping to another of the gunmen and downing him with a kick, and then leaping to a third in turn and putting him on his back. A fourth tried to shoot her, but Black Cat aimed her grappling hook claw and fired it at the man, the claw embedding itself into his suit. Black Cat brought the man down with a good pull, and then dragged him towards her with another pull. A heeled kick to his face knocked him out.

The sword-wielding men came in, and Black Cat ducked under the first one's sword swing before punching him in the stomach and knocking him back. One of the men with staves swung it at her, only for Black Cat to grab it right out of the man's hand and swing it into the heads of two more, knocking them both out instantly. Black Cat then kicked back the man she'd disarmed before tossing the staff to the side.

Another of the men tried to knife her, but Black Cat grabbed his knife arm, twisted it behind his back, and slammed his face into the floor. An elbow attack to the stomach knocked another of the sword-wielders backwards and disarmed him of his blade. Another ran up one of the nearby walls and leaped off of it, intending to plunge his sword into Black Cat as he landed, but Black Cat raised her arms and, incredibly, her catsuit managed to take the brunt of the cut, giving Black Cat time to kick the man backwards as he came down and within striking range. A grabbed and then hurled gun struck the head of another of the swordsmen and brought him down, while another of the ones with the staves had his strikes evaded before Black Cat grabbed him, heaved him over her head, and slammed him face-first into the ground. Another of the ones with staves was kicked so hard he got knocked back a fair distance, and finally the last swordsman ran forward to attack. Black Cat ducked as he swung his sword like it was a baseball bat about to hit a game-deciding fastball, dodged the follow-up slash, and elbowed him in the face before punching him out.

As the last of the goons fell, Black Cat took notice of how they all bore the Oscorp logo on one of their shoulder-sleeves, along with a second symbol that looked like a green jewel.

"_Black Cat, you still there?"_

"Yeah, I am." Black Cat said with a nod. "Got attacked by some of Osborn's men. Jade Syndicate, I think. Nothing I couldn't handle. How are things going with the terminal?"

"_Coming along, actually. One of the devices I took from Tinkerer's actually works with computers and code rather nicely, once I thought to reconfigure it. It's going through the code much faster than we ever could. The terminal should be ready soon. So be ready to up the voltage when I say so."_

"Got it." Black Cat said with a nod before adding: "Be careful though. There might be more Jade Syndicate thugs in the building, and some of them might end up coming your way."

_"I'll be ready if they do." _Prowler said, unfazed.

-X-

"Can't run from us forever." Hybrid taunted as Agent Venom continued to swing through Oscorp Tower with Hybrid in hot pursuit. Every now and again Agent Venom tried to sever Hybrid's tendrils with some black bullets, but oftentimes Hybrid would expertly evade the shots, and on the times he didn't he just shot up another tendril with such speed he was hardly slowed down at all. Growling as his heart pounded, Agent Venom let go of his latest tendril and stuck himself to the nearby wall. Taking aim with his gun, he let loose another barrage of black bullets as Hybrid let go of his tendril and came towards him. Unfortunately, the black bullets bounced right off Hybrid, and Agent Venom had to move out of the way just as Hybrid's fist impacted the wall with enough force that it went right through it. Pulling his black colored fist out (and sending up a thick cloud of dust and rubble as he did), Hybrid turned to where Agent Venom was going and bounded after him. It happened to be to where Azure Spider was playing evasive against the lizards and symbiotes still trying to pin him down and resume their gang-attack.

Swinging in, Agent Venom unleashed another barrage of black bullets to get the lizards and symbiotes' attention before then diving right into the group, hitting two lizards with such force he drove them deep into the ground. He swatted away a symbiote with such force he went flying over the edge, and this time, he didn't swing to safety. Several more symbiotes and lizards charged him, but Azure Spider ran up to one and plunged his blades into him, bringing him down in short order. As he did though, Scream unleashed another attack at him, and Azure Spider only barely evaded it. Soon, Hybrid had come back in, and he managed to grab Agent Venom and hurl him right into the path of Scream's next attack.

_"No!" _Azure Spider shouted as Agent Venom was hit by the sonic scream and blasted backwards, slamming into the wall and then collapsing as his black symbiote writhed in pain and retracted, exposing the now unconscious, bruised, and bleeding body of Flash Thompson. The symbiote itself though, continued to twitch, showing that it was weak but still alive. Hybrid and Scream sensed this too.

"One last blast ought to finish it off. Along with it's host."

Scream had to dodge a dead lizard being thrown at her the second she finished her sentence. She turned to see Azure Spider standing there, armor now badly damaged and arm blades soaked in lizard blood, but still on his feet and ready to keep fighting.

"Want him? You'll have to kill me first."

"Our pleasure!" Hybrid shouted, swinging in and punching Azure Spider so hard he left a serious dent in his helmet and sent him sailing through the air. Hybrid bounded up to Azure Spider, grabbed him by the throat, and hoisted him aloft, also tearing off his ruined helmet with his other hand and tossing it to the side.

"We're gonna enjoy squeezing the life right out of you. And then, it's that chump over there. And after that...we're thinking of paying your friends upstairs a little visit."

"You do that. _I'll _finish the other one." Scream said, turning her attentions back to the still unconscious Flash Thompson and the badly injured symbiote. As this happened, and Hybrid continued applying pressure to Azure Spider's throat, he thought: _If you're going to do something, anything, mom...please do it now._

-X-

"Is it ready?" Prowler asked as he went back to where Joyce was after knocking out the last Jade Syndicate soldier. Joyce looked up at him and gave him the news he was waiting for: "Yes. The code's been corrected. Terminal's back online in full and registering all my commands. All we need to do now is send the signal."

Nodding, Prowler told Joyce to give it and then radioed Black Cat: "Black Cat, it's Prowler. It's a-go. Up the voltage now!"

-X-

"You know, we still remember what I did to Black Cat all those years ago. We're gonna enjoy doing that again. And again. And ag-"

But, as Hybrid said this, and also preparing to use his other fist to pulverize Azure Spider's head, the lights in the building suddenly dimmed dramatically, catching everyone's attention. Then, an intense, shrill, sonic wave tore through the air, going through everyone's ears like superheated needles and causing the symbiotes in particular to roar in fury. Scream's roar though, was another sonic attack, but in the throes of her pain, it went in a direction different from what she had been intending, and went not towards Flash Thompson and his quivering symbiote, but instead...

"**_AIEEEEEE!_**" Hybrid screeched as Scream's namesake shot into him and caused his red and black symbiote to ripple and flare up, before contorting and spasming and tearing itself off of Ryan in it's agony. Now freed, Azure Spider fell to his feet, pulled his arm back, and thrusted with all his might.

His blade went through Ryan's mouth before the very tip of it came out through the back of his head. Ryan just stood there, wide-eyed and in shock at the fatal injury that was just dealt to him, before his eyes rolled back and he fell backwards, Azure Spider's arm blade slowly leaving his mouth and head as Ryan collapsed to the ground dead.

As for Scream, she and the other symbiotes had by now retreated, desperate to get away from the horrible sonic vibration. Ironically though, when they fled outside, it condemned them.

Now out in the open and feeling the signal's power in full, Scream, her cohorts, and every other symbiote on the greater Manhattan island began to shriek, spasm, and flail about violently as the sonic vibration did it's job of rending their symbiotes and causing them to fall to pieces. Further and further out the sonic wave went, and no symbiotes were unaffected, all hearing it's shrill cry like it was a banshee gone to war, and all fell beneath it.

All, that is, save for a few.

Screeching and roaring, but nevertheless resisting it better than most, Carnage broke off his attack from Toxin and Venom and took off, swinging so fast and furiously until he came to a nearby body of water that he then dived right into and disappeared underneath. For their parts, Venom and Toxin tore open nearby manhole covers and jumped down into them, followed by the symbiotes of Riot, Lasher, Agony, and Phage, all of whom abandoned their hosts to escape in time. Poison's though, was not so fortunate.

"No, **_no! My power! My power! DON'T LEAVE ME! I still need to get my revenge! DON'T LEAVE ME!"_**

But, in the end, despite Jessica Carradine's pleas, it was all for nought, Soon, she was standing in a pile of inert, dark blue colored slime, now a normal human woman once more.

This also applied to the other artificial symbiote's hosts, all of them now freed from the parasitic entities that had been bonded to them, and all of them in a general state of confusion, exhaustion, and also relief. And it was also when the last of the symbiotes died away and became lifeless stains on the ground, that the hitherto holed up NYPD Officers finally emerged and began arresting and handcuffing people left and right, not stopping until they had run out of handcuffs, not before they'd run out of people to drag away.

Back in Oscorp Tower, Black Cat radioed Prowler and Gwen's clone to ask if the signal tower had worked.

"Won't know that for sure until we go out and see, but...yes, I think it did. And thank God for it. Now all that's left to deal with is the lizards, which should be a bit easier to take down."

"_You_ can do that. But first, I'm going back to my son."

-X-

Azure Spider knelt at the side of Flash Thompson, who was only now just coming to. When he opened his eyes, he winced in pain as his ears stung, and so did the rest of his body besides. But, he still had strength enough to say: "Did...did we win?"

"Yes, I think we did. Against the symbiotes, at least. The lizards still remain to be cleaned up."

"Aw, that'll be nothing without their slimy friends keeping them company..." Flash paused, then said: "And...what about my symbiote?"

"I can't tell. It doesn't look like it's moving though."

Flash looked down at the black slime that still covered his body. As he did though, that black slime began to twitch a bit, and then finally, inch towards him a little. Flash smiled at this.

"Heh. Looks like it's still got some fight left in it after all. That goes double for me."

"You should take it easy. That attack from the yellow and orange one almost took you out."

"Where is she, anyway?"

"Fled." Azure Spider said, before adding: "...but based on the signal tower's being turned on, I don't think she got very far. I don't think any of them did."

"I was sort of hoping to get to take her down..." Flash said wistfully, before asking: "And Hybrid?"

Azure Spider motioned to Ryan's dead body, which caused Flash's mouth to fall open. "How did you do that?"

"He lost his symbiote." Azure Spider said matter-of-factly. A female gasp caught his attention and prompted him to turn around.

"He...he's dead?"

Azure Spider nodded. "Yeah. Ran him through myself."

Black Cat paused for a moment to look at Ryan's corpse, to see the face of the man who had hurt her so deeply and in a way that would never fully heal. She scowled as she looked at him, and then decided she never wanted to again, not even as a corpse, and so she looked away. Instead, she looked at her son, before walking up to him and taking him in her arms, hugging him tightly. Smiling as tears began to seep out of her shut eyes, Black Cat said: "Thank you so much."

"For what?"

"For freeing me." She said, before looking at Azure Spider dead in the eye and smiling softly. "I never thought I'd ever settle down, you know. I had always thought that life was so boring that I never expected to be a mother. But I'm glad I get to be. To you. I love you so much."

Black Cat hugged her son again. "We did it. We saved New York."

"It's not over though." Azure Spider pointed out.

Black Cat shook her head. "No, it's not. But what's left is up to Peter and the others now."

**Author's Note: And there you have it! New York is saved! But what of Asgard? What was happening there while the events of this chapter were unfolding? Well, that will be revealed very shortly!**

**Trivia:**

**Jade Syndicate is the name of a group of bank robbers from the Nintendo 64 Spider-Man game who look as I describe them here. I figured that with "Jade" in their name, they could make sense as a kind of elite Oscorp security and henchmen to the Green Goblin. Their usage of staves and swords as well as guns was actually based off of the Arkham Knight's henchmen from the Batman: Arkham Knight video game that I currently obsessing over to no end and cannot wait to get. So...yeah.**

**As for Azure Spider's gauntlet blades and the way he activates them, that was actually inspired by Striker Eureka from Pacific Rim, one of my all-time favorite movies. Just throwing that out there.**


	16. Siege

Chapter 15: Siege

_Hours Ago..._

"**_Avengers Assemble!" _**the two Captain Americas shouted and the army of superheroes and Asgardians charged into the sea of Hydra agents and Sentinels.

"**_Kill them!" _**American Son hollered as he fired repulsor blasts at the two Captain Americas and Spider-Man, all of whom dodged the attacks.

This then, was the battle.

As Spider-Man made his way through the bedlam and innumerable attacks, he found himself deaf and blind in equal amounts. It was such a chaotic blur that Spider-Man could not tell where he was or whom he was hitting, just that he could not stand still. Now more than at any other time in his life, this was the one time when he most definitely had to keep moving.

Bullets whizzed by him. Laser blasts did the same. Everywhere Spider-Man moved it seemed like a dozen or more projectiles each came by and just narrowly missed a part of him. Spider-Man couldn't tell if it was all just dumb luck, if his Spider-Sense had reached it's apex as he and Shang-Chi had been working for, or perhaps some combination of the two. And frankly, Spider-Man didn't much care at the moment. So long as he could live to see the end of it all, that would be what sustained him as he leaped, spun, sprinted, punched, kicked, web-zipped, and performed a dozen other actions several dozen times each as he continued to fight through the throng.

"**_I smite thee!_**" Spider-Man heard one voice bellow, but in his confusion he couldn't tell if it was Thor, Beta Ray Bill, or someone else altogether. He had no time to think about it, no time to guess. He had no time to think about _anything _at that particular moment, not about the Asgardians, not about what the future might hold for himself, for Black Cat, or for anyone else. All he could think about, in that moment, was the naked simplicity of survival, and how again, he could not afford to stand still.

He let the Way of the Spider take over in full, while his Spider-Sense shouted warnings that he heard right before heeding them. It alerted him to move just before bullet, blow, or laser could cut him down. Even the slightest tingles ensured that stray attacks missed.

It was with a massive burst of darkness that the battle suddenly changed scenery, and it was only in that moment did Spider-Man even become conscious of his surroundings. Suddenly, the hallways of Asgard's interior lit by fire was replaced with the outer courtyard of the city as the battle spilled out into it and rubble rained down onto the new battlefield. Up in the sky, all present could see a massive, twisting, winding column of shadow shoot upwards and ram into Thor head-on, carrying him up higher, and higher, and higher, until soon the God of Thunder seemed to vanish from view outright.

"Repulsive beast." Beta Ray Bill snarled before flying in Stormbreaker outstretched. "You shall soon taste my lightning's fury along with Thor's..."

But Bill was cut off by several high-powered laser blasts that knocked him back. These came from the larger Sentinels, several of whom began to converge on him.

"Take him out of the sky!" American Son ordered as he now flew right into the thick of it, blasting away Asgardians with every repulsor blast he fired before then directly engaging Iron Man in hand-to-hand combat. "I want that false God burned to a crisp!"

Heeding their master's orders, the Sentinels unleashed a punishing stream of energy beams from their palms and face-plates both, all of the beams striking Beta Ray Bill head-on save for the ones he managed to deflect with Stormbreaker. But for every one he deflected in such a fashion, several more hit their mark, and the Korbinite champion snarled in pain as the lasers threatened to burn through even his mighty endurance.

Other larger Sentinels turned their sights to the rest of their opposition, unleashing more of the same punishing lasers that made trenches out of the ground they went through and all but vaporized any Asgardian warriors unfortunate enough to be in their way. Fandral the Dashing was very nearly one such victim before his comrade Volstagg the Valiant grabbed him and yanked him out of the way, as he did swinging out with his other arm and using his axe to chop off a smaller Sentinel's head.

"Someone take out the big ones!" Captain America II ordered as he knocked back Hydra agents and smaller Sentinels with his shield.

"I don't know if you noticed Cap, but most of us don't exactly have the firepower to take 'em on." Hawkeye said, as he did ducking under a swing of one smaller Sentinel's arm before firing out two explosive arrows at one of the bigger Sentinels. It weathered the explosives and then turned it's gaze to Hawkeye, who had the good sense to move in time right before it unleashed several lasers that tore through several of it's smaller cousins instead.

Yellowjacket tried to unload his high-voltage "stingers" on one of the big Sentinels. Spider-Woman did the same with Venom Blasts. The Sentinels shrugged off these attacks like so many raindrops. Even worse, after sustaining more and more of the attacks, the big Sentinel's bodies began to change, morphing into shiny, silver metal forms that straight up deflected all of Yellowjacket and Spider-Woman's projectiles.

"Damn! They're adapting!" Yellowjacket cursed as he then had to fly out of the way of another laser blast from one of the big Sentinel's "faces". Prodigy of the Slingers tried to punch one, but it caught his fist, twisted his arm, and then dropped him with a single punch to the face. Hogun the Grim fell with similar ease, his mace smashing to pieces uselessly against one of the big Sentinel's legs right before it swatted him away.

Seeing the big Sentinels advance, Iron Man broke off his attack on American Son to fly right at one, ramming into it with the full force of his body and knocking it down. Iron Man then punched into it's chest and started ripping out bits of machinery as fast as he could. Incredibly, the big Sentinel resisted this long enough to swat Iron Man away with a swing of it's arm. Iron Man went tumbling along before the damaged but still functioning big Sentinel got up in full and unleashed laser beams from it's palms and face. Then, two more did the same, and soon Iron Man was suffering a sustained tri-laser barrage from three different directions. As the beams steadily began to eat through even his potent energy shields, Iron Man fell to his knees. Despite the energy shields, he could feel the heat and began to sweat. Grimacing, he said: "You..._lose._"

Iron Man's red gauntlets glowed redder still as he shot to his feet. He let loose his super-lasers, blasting crimson fire from the backs of his gauntlets. The beams swept through the three big Sentinels as Iron Man spun in a circle. When he finished, the lasers had cut each of the big Sentinel's mid-sections. Their torsos slid off their waists and collapsed. And then Iron Man collapsed as well, falling to his knees.

Seeing this, American Son surged forwards and tackled Iron Man, driving him deep into the ground before then pummeling him with his armored fists, soon pulverizing the last of Iron Man's energy shields.

"That attack of yours looks like it drained a lot of your power..." American Son noted with smug satisfaction as he kept up his assault. "Time to finish the job!"

Seeing Iron Man in danger, and at the hands of _his _nemesis, Spider-Man swung in to confront him, dodging the repulsor blasts that American Son fired out in his direction as he got closer and closer. Deciding to break off his attack on Iron Man, American Son rocketed forwards and grabbed Spider-Man by the throat before then pulling one fist back for a punch. He was all set to deliver the blow when Yellowjacket and Spider-Woman doused him with sustained blasts of their attacks, distracting American Son and giving Spider-Man time to lay in some punches of his own. He felt his knuckles cry out in protest as he struck American Son's helmet, and he felt the bones in his hand rattle as well. But nevertheless, his attacks along with Yellowjacket's, Spider-Woman's, and then Iron Man's as well all managed to be enough to get American Son to release his grip.

As Spider-Man fell, he could see that Black Widow and Hawkeye were now engaged in a shootout against their Dark Avengers counterparts, while elsewhere, Dark Vision moved with such blinding superhuman speed that even Spider-Man was hard-pressed to keep track of his movements, save that he was devastating the Asgardians brave enough to try and take him on. Even Brunnhilde, when she swung out with her sword, was surprised when Dark Vision spun about, caught it, and then sent the Valkyrie champion flying with a single punch that was hardened to the point that it was like diamond. The counterfeit Ms. Marvel then swooped in to finish her off, only to be left surprised when Brunnhilde caught her stomach on her feet and then forced her head-first into the ground before standing back up again. Spider-Man was certain he heard her say something along the lines of: "I need no weapons but my fists to lay you low", but in truth, he was still too busy focusing on merely surviving the battle to worry about the accuracy of Asgardian one-liners and battlefield boasts.

Continuing to jump about from Hydra agent to man-sized Sentinel and back again, Spider-Man could see also Falcon engaging his own counterfeit in the sky, and was tempted to pitch in against his old enemy, but was equally tempted to assist his clones Kaine and Scarlet Spider as they fought their way through a sea of foes. Amid the thick of it, Spider-Man could see more personal one-on-ones in the form of Wolverine against his son Cougar, and Deadpool in a deadly dance of a sword-fight with the Taskmaster.

Then, Spider-Man spotted amid the crowd, the Hobgoblin flying above the chaos on his glider, raining pumpkin bombs and laser blasts down on Asgardians and superheroes alike. One lucky shot from the latter managed to nail Steel Spider in his leg, and he cried out in pain as he fell. Hornet tried to come to his fellow Slinger's defense, flying upwards to engage Hobgoblin, but the older and more experienced man flew out of the way of Hornet's attack before firing another laser blast that glanced off one of his wings and caused him to lose balance before then falling.

Seeing this, Spider-Man fired two web lines at two nearby Sentinels and then sling-shot himself at Hobgoblin. Hobgoblin avoided Spider-Man's zip towards him, but not Spider-Man's then grabbing onto his arm and coming back in with a double-kick to his back that struck Hobgoblin hard enough to knock him forwards and off his glider. As the Hobgoblin fell, his glider went after him, and Spider-Man after that. The glider reached Hobgoblin first, and he got back on it as Spider-Man landed in full to confront him.

"Well, it seems we do this dance yet again. Fine by me."

Spider-Man said nothing, deciding that for once, he had nothing to say to an old enemy of his. As he beheld Hobgoblin's appearance once again, and saw all around him the chaos of the battle at hand, he realized, that he was tired of the Hobgoblin, tired of Hydra and the Sentinels, and really, just tired of the whole business.

So it was, that when Spider-Man leaped towards the Hobgoblin once again, he did so without a word.

-X-

He waited until he was certain all was quiet and he was alone before making his move.

Grabbing the device with both hands, Doctor Doom tore it off his head and threw it to the ground. As he rose from the chair, his green cape swishing, he crushed the device under one metal heel. He grabbed his mask from a nearby table. That he had been stripped of his true face and forced to display the hideous scars that marred his visage filled Doctor Doom with a fury that only one thing could quench. And it was that thing that he was intending to get the minute he left the Number 42 complex.

Now with his mask back over his face and his green hood pulled back up, Doctor Doom put on his weapon-filled gauntlets next and then checked his armor's scanners. He was pleased to see that they still registered at 70%. Far less than he would have wanted, and ordinarily far, far below his lofty standards, but considering everything that happened as of late, Doom was just pleased that his armor still had _any _power left, and also that it had had any time to recharge without Harry Osborn noticing. Not that it would have been hard to. It would have been a simple precaution to take, had he thought that Doctor Doom was still a threat. But he instead assumed that his device would keep Doom every bit as helpless as it had Tony Stark.

_Such was the severity with which he underestimated me. **And **my resolve. _He wantedto snarl but held it in, as he considered it unbecoming for a man of his stature. Doctor Doom tightened his metal hands into fists, fantasized about smashing one of them through American Son's head. He made his way to the lift and rode out of the room. Security forces, both human and machine, turned to confront him. They were promptly cut down the minute they dared to make eye contact with one so far, far above them in every conceivable way. It was like peasants daring to gawk at a God. For that was exactly what Doctor Doom considered himself to be, or at least, on a god's level.

_And even **Gods **fall before Doom's might. What then shall that pompous and pretentious little upstart Osborn be to me?_

-X-

Spider-Man could feel blood on his red gloved fist as it collided once more with Hobgoblin's mouth.

Hoboblin smiled, spitting out some blood as more trickled down his chin. He surged forwards with another punch. Spider-Man dodged it, but Hobgoblin managed to connect with a few others. As this fight continued, Spider-Man could hear a bellow as up in the air Beta Ray Bill swung out with Stormbreaker and used it to obliterate one of the bigger Sentinel's heads, the weapon leaving behind a lightning trail as it came and went through the machine.

But this proved to be nothing compared to what came next; a massive flash of lightning followed by a deafening thunderclap that was then in turn followed by a surge of shadow that went downwards, sending out a shockwave so powerful it caused even the larger Sentinels to stagger, and most everyone else was temporarily knocked down. Off in the distance, the source of impact was now a crater big enough to fit a good-sized house, perhaps even a mansion. And in the center of it was Thor, lying there sprawled on his back and with Mjolnir now held only very lightly in his hand.

The Void let out an ear-splitting roar at the sky before then surging towards Thor and laying into him with utmost ferocity, punching him over and over and over without quarter.

Seeing Thor in danger, Beta Ray Bill sped towards him with all speed, slamming into the Void's back and turning the beast's attentions to him. The Void struck Bill with one swing of his arm and sent him flying backwards, but this reprieve was all Thor needed to stagger to his feet. His face was now bloodied and bruised, and his scarlet colored cape was torn somewhat, but Thor nevertheless gripped the handle of Mjolnir tightly once again, looked the Void dead in it's red eyes, and spat out some blood.

"Is that the best you can do?" Thor demanded.

The Void roared and surged towards Thor, who's response was to swing out with Mjolnir and strike the Void square in it's jaw, in the process sending a mess of shadowy colored "blood" flying out of it's maw along with some of it's dagger-like teeth. The Void's head seemed to twist and contort with the blow, but then it snapped right back into place and the Void roared at Thor once again.

Meanwhile, several of the bigger Sentinels flew towards where Beta Ray Bill was, still intending to carry out American Son's orders where the Korbinite was concerned. The benefit to this was that it relieved the pressure on the rest of the heroes that the larger Sentinels represented. Unfortunately, they were still surrounded on all sides by legions of the smaller Sentinels, Hydra troops, and of course, the Dark Avengers who continued to do battle with their chosen rivals and opposite numbers. Among the battles, Spider-Man could see one big Sentinel knock out Spider-Woman with a single swing of the arm, the heroine going sailing through the air before Scarlet Spider caught her in his arms. Another unleashed a fire-colored laser blast from it's faceplate that burned through Wolverine's costume and singed his skin, as well as knock him back.

"Your friends won't be able to overcome us all, and not even the hammer boys can beat the Void _and _the Sentinels. It's over, Spider-Man. You're just too blind to see that."

Spider-Man responded by sending another punch Hobgoblin's way.

"I can 'see' just fine, Kingsley. And right now, all I see is my fist in your face, over and over, and over. And then the same for Harry."

Back up in the sky, Thor continued to trade blows with the Void, hammer going up against shadowy claws, Asgardian strength and power against the Sentry's power perverted. Lightning cut through the darkness, only for the darkness to then surge towards it's master without pause. Blasts of Odinforce, bursts of darkness. A miniature singularity thrown into the mix that then collapsed in on itself. So many attacks, so many blows, and still both combatants kept going, Thor bellowing and the Void roaring the whole way as though these were also attacks capable of damage.

Again and again they each struck, back and forth without pause as they continued to fly through the sky, zipping about with superhuman speed and moving and fighting so quickly that any who attempted to watch and track their movements would have been unable to do so. Instead, all that would have been shown to any mortal's eye was a living shadow that was ever-moving and thus the physical form could not be identified. And as for Thor, he too was a blur, his hammer Mjolnir now dozens of after-images to any mortal who tried to watch the spectacle. All of the lightning shooting every which way turned into an electric haze so that the Void's red eyes saw nothing but blue, whereas Thor kept his own eyes fixed squarely on the red of the Void's.

"Come now, fell monstrosity! Do not hold back! Impress me more! Show me truly what thou has at thy wretched disposal! **_I shall take it all and more!_**"

Thor's only answer was another roar.

-X-

Johnny Storm perked up when he heard sounds of battle outside of his cell. Though he continued to shiver violently from the frigid air of the room he was kept in, he could still tune his ears to the sounds just outside his cell, and they were unmistakable. For a moment, Johnny hoped that it was his sister having broken free and now come to his aid, but when his cell's door was torn asunder, the person waiting for him on the other side was...

"_Doom."_

"Save your breath, Storm." Doctor Doom said, cutting off one of his chief enemies before he had the chance to let him have it. "I understand we are typically enemies, but I believe that even you can appreciate the...exceptional nature of this particular situation. We have a common enemy in Osborn, and we both wish him brought down. Thus, for the time being, I am proposing a truce."

"A truce? With you? You must think all my time in the cold froze my brain."

"You are welcome to stay shivering in that frozen cell, if you wish." Doctor Doom said evenly. "In the meantime, I shall go to liberate your sister and see if she is more accommodating to my request."

"Don't you _dare._" Johnny Storm said, getting up and stepping out of his cell. The minute he did, he became wreathed in fire and thus became the Human Torch once again. "You stay _away _from Sue."

"We shall go to her together then." Doctor Doom suggested before adding: "And after that, I think it best we recruit some others for the battle to come."

-X-

It was when most of the larger Sentinel models reached Beta Ray Bill's position near Thor that the battle saw yet another turning point.

"Activate now!" American Son ordered to the larger Sentinels, who heard his order and obeyed.

Upon reaching Beta Ray Bill, two of the larger Sentinel's green colored photoreceptors suddenly went entirely blank, while a third's came to glow the color of blood. Then, this third Sentinel flew high, high into the air, as the two that's photoreceptors had blanked out did the same. Then, they came apart before everyone's eyes, disassembling into several smaller chunks that then flew towards the one with the red eyes.

First, the pieces of the legs flew towards the red-eyed Sentinel's legs, making them bulkier and more heavily armored as the leg-pieces of the other two became added as an extra layer of defense. Then, the two pairs of arms flew towards the red-eyed Sentinel's torso, and inserted themselves into holes that opened up along the sides before then locking into place. The chest-pieces of the other two Sentinels went next, making the chest of the red-eyed Sentinel over twice as large as it bulked up. Finally, the two heads of the disassembled Sentinels flew towards the red-eyed Sentinel and inserted themselves into the left and ride sides of the red-eyed Sentinel's head, ensuring that the machine now had three faces.

When it was done, there stood a massive, heavily armored, six-armed, and three-faced machine that was well over twice the bulk of the other larger Sentinels, and as all who looked at it in awe showed, over twice the level of intimidation.

And what came next showed that it also packed over twice as much power.

Moving it's six arms about in elaborate motions, the Sentinel then halted when all six arms were perfectly lined up to fire out six laser beams that then converged into one massive blast sufficient to meet the power of Stormbreaker's conjured shield head-on. Incredibly, the super-laser punched through it and Beta Ray Bill was blasted backwards, his red cape being fairly shredded as he tumbled and rolled along the rocky ground.

Spider-Man knew what this was. What he saw be unleashed on Beta Ray Bill and by extension everybody else. This was the monstrosity that the good Green Goblin of Earth 765 had warned about, and had fought to the death to try and keep from coming into being. The machine that had, along with the rest of it's kin that Harry Osborn had so foolishly sired, brought about the end of virtually all life on Earth 765. And now, Spider-Man realized, would eventually come to do the very same thing to Earth 763. This, was the Tri-Sentinel.

And it was also then that Spider-Man knew, that with both the Tri-Sentinel and the Void in play, and the other larger Sentinels still by and large intact, now was as good a time as any to put his and Mr. Fantastic's master-stroke into play.

"Reed!" Spider-Man shouted as he broke off his attack from the Hobgoblin and plowed through any Hydra agents or man-sized Sentinels foolish enough to get in his way as he went straight to where Mr. Fantastic was. "Now's the time! We need to get the portal ready!"

Mr. Fantastic nodded, before then launching several more foes into the air with an elastic-assisted punch. With his other hand enlarged and wrapped around the machine he and Spider-Man had built together (now converted for travel), Mr. Fantastic stretched through the battling forces and made his way to Spider-Man as quickly as he could. His rubbery form soaked up bullets and laser strikes both, the latter managing to get grimaces and grunts of pain out of him. Finally though, he came to Spider-Man's position, as all the while the sounds of the Tri-Sentinel's punches and Beta Ray Bill's hammer strikes deflecting off of one another echoed with such volume they sounded more like thunder claps.

"We need to set it up near where Thor and Bill are, and then turn it on as quickly as possible. We need to take out the Void _and _the Tri-Sentinel. Neither of them can be allowed to run wild."

Mr. Fantastic nodded and then used his super-elastacity to again close incredible distance very quickly, soon coming close enough to the two-on-two battle that he hoped the portal's range would be good enough. As he did, he and Spider-Man could see clearly that the battle was not going well for the hammer wielders, with Beta Ray Bill often being forced to fly away to avoid all of the Tri-Sentinel's blasts while Thor found himself continuing to take more hits from the Void than he was dishing out in turn.

"Turn it on!" Spider-Man ordered, to which Mr. Fantastic complied. As the machine hummed to life and cast it's blue glow over the battlefield, Mr. Fantastic wasted no time inputting the coordinates for the right Earth. He scarcely finished though, when one of the other large Sentinels struck him in the back with an energy attack sufficient to harm even Mr. Fantastic's rubbery body and knock him out. Seeing this, Spider-Man swung in and finished inputting the commands, doing so just as another attack was fired in his and Mr. Fantastic's direction, one Spider-Man barely dodged.

The machine shot out it's blue beam, and a hole in space and reality opened up, the same as before. This time though, the hole grew larger and larger than it had before, soon becoming so big that it was nearly as tall as the larger Sentinel models, and certainly bigger than the Void. It also developed quite the "pull", as it began to suck things into it. First nearby bits of rubble and stone, but then, gradually, some of the bigger Sentinels found themselves getting pulled through and into the portal's yawning maw, like helpless plankton flying into the mouth of a great Blue Whale.

Spider-Man felt his heart race even faster than it already was as he beheld this, the sight of most of the bigger Sentinels getting sucked right through the portal. But he could see that the Tri-Sentinel continued to resist the pull, and so did the Void. It did, however, leave the Tri-Sentinel more open to attack as it diverted so much power to trying to stay in place.

No longer able to attack quite as fervently as before, the Tri-Sentinel found itself getting strike after strike from Stormbreaker, Beta Ray Bill now flying circles around the more preoccupied Tri-Sentinel and dodging what attacks the machine could still let out. Every so often Beta Ray Bill accompanied his hammer strikes with punches that each had his full Korbinite fury behind them. And with each blow, the Tri-Sentinel's armor plating was dented and damaged, the machine staggered, and sparks began to be given off. Then, when one of the Tri-Sentinel's six arms swung out, Beta Ray Bill dodged, swung with Stormbreaker, and to the awe of all watching, cleaved that arm right off.

As the severed metal arm fell to the ground with a resounding thud, Spider-Man felt tempted to scream out in joy at the sight, as well as leap and cheer. What strengthened this temptation was what came next, when Beta Ray Bill rammed right into the Tri-Sentinel, and poured the electrical power of Stormbreaker into it's chest as he shocked it and forced it back more and more. Finally, it was right on the edge of the portal.

"The end for you, abomination." Beta Ray Bill said before then letting loose with one last punch that managed to at last knock the Tri-Sentinel through the portal that so many of it's kin had already gone through.

_"**Yes!**" _Spider-Man shouted, raising his fist into the air to further express his happiness at the removal of the mechanical monster that would have otherwise condemned his world. And his happiness grew even further still when he remembered what awaited the Tri-Sentinel.

_You're up, other me._

_Earth 7853_

The Tri-Sentinel landed in the middle of the city with a resounding thud that's accompanying shockwave shattered glass and caused car alarms to go off, or else overturn some cars altogether. As the Tri-Sentinel staggered to it's feet, now giving off sparks from where it had taken the most damage from Beta Ray Bill, it looked around it's new environment to try and get a feel for it's surroundings. As it did, it saw the utterly broken and demolished forms of the Sentinels that had gone through ahead of it. Every last one of them had been reduced to a smoking ruin.

"So you must be the biggest of the lot." came a voice that prompted the Tri-Sentinel to turn around and face it's source. When it did, it saw Captain Universe flying overhead, blue hands both consumed in energy balls that looked like miniature suns.

"I don't believe you and I have been properly introduced. My name's Captain Universe. Though to be honest, I prefer a different name..."

"Warning...unknown entity detected. Registering high power levels. Proceed with extreme caut-"

The Tri-Sentinel was cut off when Captain Universe chose at that moment to surge forwards in a speed that neared that of light itself, transforming as he did into a streaking comet of pure Uni-Power energy that glowed brightly and brilliantly in such a way that it could put any true comet to shame. And then after effortlessly going through the now badly weakened shields the Tri-Sentinel activated, it impacted with the Tri-Sentinel's head.

The effect was nothing short of spectacular, as Captain Universe went through the front and came out the rear, but it was with the former alone that the two side faces of the Tri-Sentinel were blown right off and sent flying in opposite directions and the rest of the head disintegrated in a shower of sparks, electricity, fire, smoke, and loose bits of thoroughly slagged metal that went up into the air before coming down like water in a fountain. Captain Universe stopped his high-powered charge and turned about in an instant, watching as he did the various bits of metal and refuse smashing to the ground with many a clanging sound. The now headless Tri-Sentinel just stood there for a moment, before staggering, and swaying, and finally falling backwards onto the ground, landing with such force it sent out a tremor that shattered more windows and overturned more cars. But in the end this was all the damage it was able to do, and in that moment, the Tri-Sentinel was no more.

"...My name is Spider-Man. And you, my friend, are now nothing more than scrap."

_Asgard, Earth 763_

The loss of the Tri-Sentinel (and quite a few of the other large Sentinels besides), seemed to give the heroes a much-needed boost in morale as more and more it seemed like they were being surrounded on all sides by a never-ending horde of foes. Hydra's soldiers lived up to their organization's catchphrase in full. Alongside them, the smaller Sentinels seemed to never cease in their single-minded surges and attempts to overwhelm and kill the superheroes they'd been designed to eliminate.

But, Spider-Man could still see the defiance in his friends and allies. He could see it in how they continued to fight, but he could also see it in their eyes, in their snarls, in how they bared their teeth and just kept punching, kicking, and blasting away. More heads might come to take the places of those that were severed, but it seemed that the heroes had no problem severing those too.

Amid the battle, Spider-Man could see Black Widow down her counterpart Yelena Belova with one final punch across the blonde's face. Out of the sky plummeted the counterfeit Falcon as though he were a stone instead of a man with wings, and up in the air the genuine Falcon flew over his defeated form triumphant, all the while dodging shots from enemy forces on the ground.

Hawkeye and his doppelganger expended arrows at an alarming rate, both at each-other and also at any opposition in their ways. By this time though, when both men reached for one more arrow to aim and fire at the other, they both grasped at nothing but air.

"...huh. Usually it's over before that happens."

Hawkeye cried out in pain as he felt his bones shake and in some cases crack or shatter from where he was struck by his doppelganger's bow being thrown right at him as though it were a throwing axe. He tasted blood in his mouth and collapsed as Dark Hawkeye surged towards him.

"You think I need _arrows _to kill you!? I've killed with _toothpicks _before. Coins. Dice. I don't _need _what you need to be special."

"Really?"

Dark Hawkeye turned about and saw a familiar man and woman in red behind him. He threw out a punch but Daredevil caught it, threw the arm to the side, and then began laying into his most hated foe with the full might and fury of his billy clubs, delivering strike after strike to Dark Hawkeye's chest, jaw, ribs, and face. As he continued to knock him around, Elektra came in with attacks of her own, punching and kicking her one-time killer. Finally, Daredevil finished it with one last swing that came down with such speed and force, it was as if Daredevil thought for a moment that he was Thor with Mjolnir instead of the Man Without Fear wielding a red club. But even so, he got the outcome he wanted, namely Dark Hawkeye's nose shattering and him falling face-first to the ground, then weakly trying to get back up, only to collapse.

"...because, from where I'm standing, you've never been special as anything but scum."

A Hydra Agent tried to shoot at Daredevil while his back was turned, but Spider-Man saw in time and fired webbing into the man's face. He then swung in and kicked the man back.

"I could have taken him."

"You're welcome, DD." Spider-Man said with a smile as the man in red then went to Hawkeye's side while Elektra fought off more Hydra goons. Some other Hydra agents tried to shoot him while he did this, but Black Widow shot them instead as she also rushed to Hawkeye's side.

"You're losing, Harry." Spider-Man said as he spotted American Son in the thick of it, sending scores of Asgardians flying with his blows as well as punching out Fandral and Volstagg with little effort. "Any minute now, the Void will be sucked through that portal, same as your fancy Tri-Sentinel."

"I think not." American Son said, before then firing out a missile from his gauntlet. Spider-Man moved on instinct, only to then realize that it hadn't actually been aimed at him. Instead, it was going for...

"No!" Spider-Man shouted, trying to fire a web-line at the missile to stop it, but he was too late. Yellowjacket saw it in time to prematurely detonate it with a sting blast, but then another whizzed by him, fired from American Son's other gauntlet. Before Yellowjacket could destroy this one, a blast from the Dark Avenger's Ms. Marvel sent him flying.

There was a fiery explosion, and for a moment, Spider-Man's heart sank as he looked on. But this lasted for only a moment, as the portal remained open, and continued to suck in smaller Sentinels who were near it. As the flames of the explosion settled and dissipated, it could be seen through them several new figures, one of whom had an outstretched hand and looked an awful lot like...

"Iron Man?"

"That's my name, don't wear it out." Said the man in the suit of sky-blue and silver white armor that looked much like the armor of the Iron Man Spider-Man knew, but of course with a different color scheme, as well as a different looking helmet with more narrow slits for vision, and an Arc Reactor in the center that was circular shaped instead of triangular.

With him, where several other superheroes, including figures that Spider-Man recognized as alternate versions of Captain America, Thor, Black Widow, and Human Torch, and also the heroic version of Carnage known as Antitoxin that he'd encountered before. Also with them, a woman in a form-fitting blue and red costume with short blonde hair and a confident smile, and a man who looked to Spider-Man's eyes a lot like the Punisher.

"Avengers..." the Captain America of the group said simply: "Assemble!"

And then, the Avengers of Earth 7853 leaped into action, and the Hydra and Sentinel forces were so caught off-guard by this that they scarcely had time to prepare, and the new heroes began to plow through them. All save the Thor of the group, who flew off in the direction of 763's Thor and his ongoing battle with the Void, unleashing his own torrents of lightning at him. The living shadow screeched in pain and fury as the two Thor's lightning bolts tore through his inky form.

"Cavalry's here!" a now badly burned but still healing and alive Wolverine said with a smile of approval as he slashed more Sentinels to ribbons while nearby Madame Viper, White Tiger, and Moon Knight did the same to Hydra agents.

"We're on loan." 7853's Iron Man explained as he blasted back more of the smaller Sentinels before flying circles around one of the bigger ones and peppering it with repulsor blasts. "Captain Universe said you guys needed some help, so we came."

As Iron Man finished his sentence, he saw how ineffective his repulsor blasts were, and thus let loose a Uni-Beam that managed to force the Sentinel back more, though still it kept going. Then, it's body adapted, becoming a shining chrome silver as it continued to take the Uni-Beam. Taken aback by this but determined not to show it, Iron Man launched a spray of corrosive substance from a nozzle on one of his gauntlets that began to eat away at the Sentinel's chrome layer. Then, he put more power into his uni-beam and backed it up with some rockets, and this combined assault managed to at last go through the big Sentinel's chest and caused it to explode.

High-powered laser blasts then impacted 7853 Iron Man's energy shields, and when he saw how quickly they were eating through his shields, he turned to see their source, namely two more of the bigger Sentinels flying at him. Iron Man smiled, and then pulled out a large, gray colored machine stuck to his back armor that looked vaguely like a bazooka. And then, out of this weapon came a massive blue colored beam of energy that went right through the two big Sentinels and melted them, armor, circuits, and all as though they were made of ice instead of metal.

As the thoroughly fried Sentinel's legs fell over without their torsos and heads, 763 Iron Man flew up to his counterpart.

"Nice toy. What's it called?"

"Never actually got around to naming it, but I was thinking of calling it the 'Proton Cannon'."

"I like it. It's a good name."

"Not surprised." 7853 Iron Man said drolly before then taking aim with it again and letting fly with another massive blue beam that reduced an entire column of the smaller Sentinels to slag.

"I like your style too." 763 Iron Man complimented as he backed up his counterpart's superlaser with some attacks of his own that included cluser bombs and shoulder-fired mini-missiles.

"And I yours, good sir."

"And who are you supposed to be?" Spider-Man asked the woman in blue and red as she pounded Dark Ms. Marvel left and right, even though he had a feeling what answer she'd give.

"Captain Marvel." She said, before then firing out a blast of energy from her hands identical to the ones Ms. Marvel always used, confirming in Spider-Man's mind that she was 7853's Carol Danvers. "It's a pleasure to meet you."

"Same here." Spider-Man said, watching with approval as Captain Marvel finished taking down the counterfeit Ms. Marvel. "...considering you guys are basically bailing us out and all."

"Any friend of Captain Universe is a friend of mine." Captain Marvel said with a smile before firing out more of her energy blasts in the direction of smaller Sentinels, each blast blowing it's target to bits. Elsewhere, the 7853 Captain America leaped right into the fray, plowing through enemies as he came to the side of 763's Captain Americas, the three Sentinels of Liberty together carving such a swath through Hydra foes that many more began to turn and run in the other direction, only to then run into many of the other superheroes still active, both from 763 and 7853.

"Still think you're winning, Harry?" Spider-Man challenged as American Son now found himself under attack from multiple angles, both the blasts of energy fired at him from Captain Marvel and also the fire blasts of 7853's Human Torch and of course, the repulsor blasts of the two Iron Men. Between so many sustained barrages hitting his energy shields, American Son found it difficult to maintain his flight path, and snarled as he saw his shield's power levels drop more and more with each passing moment.

Eyes widening and darting about with an utter fury as his other half at last came forth, American Son blasted back first 763 Iron Man and then 7853 Human Torch before turning to the Void and shouting so loud all could hear him over the sound of the clamor: "Bob! Bob, can you hear me? _Crush _them! Crush the Asgardians, and crush the Avengers! I want them **_all _**killed, do you hear me!? **_I want them all killed, Bob! Kill them all! DON'T LET THEM WIN!"_**

Roaring in fury as it heeded it's master's command, the Void briefly turned it's attentions away from it's ongoing battle with Beta Ray Bill and the Thors to then face the greater assembly of heroes and villains. With a shriek of utter rage that was so loud it briefly deafened many who heard it, the Void surged towards the heroes in a shadowy blur, flaming red eyes burning even brighter still as it got closer, and closer...

...only to then slam into a massive force-field that enveloped the whole area it was about to impact right before it did. The force-field shuddered, and even cracked dramatically, but it still held long enough to halt the Void's charge, shattering shortly after. All turned to the source to see the Invisible Woman there, along with 763's Human Torch, and Doctor Doom.

"Susan!" Mr. Fantastic called out, making his way to his wife and brother-in-law as fast as he could and bowling over several foes to do it.

"We're here, Reed." Invisible Woman confirmed, as she did letting loose with kinetic bolts in every direction to give her many allies covering fire as the Human Torch did the same with jets of flame.

Mr. Fantastic stopped short when he saw Doctor Doom there, eyes narrowing, a gesture Doom returned. But no words were exchanged, not even their names, for both men knew and understood fully that, their intense hatred of one another aside, now was not the time to indulge said hatred. So instead, it was Invisible Woman who spoke: "And you'll all be happy to know that we didn't come alone, either."

Crimson colored beams of concussive force to the big Sentinel that had encased it's body in ice to protect itself from Human Torch's fire heralded the arrival of those Invisible Woman was referring to. And when they arrived in full, 763 Iron Man smiled. "Never thought I'd be glad to see _those _rust-buckets."

"You didn't really expect a king to go to war without his army, did you?" Doctor Doom asked as he let loose with energy blasts of his own that were accompanied by a generous amount of attacks from the many, many Doombots that now flew into battle alongside him. The bigger Sentinel's adapted their forms to protect themselves from these blasts, but this only left them open to attacks from everyone from Yellowjacket to Captain Marvel to one of the Thors. And, powerful and quick to adapt as they were, the larger Sentinels could not hope to adapt to so many different attacks all hitting them from different angles at once. Another of the bigger Sentinels adapted so that it's body burned and thus it could damage Antitoxin's symbiote, but then a force-field around it courtesy of Invisible Woman extinguished those flames and a plunging hammer strike from Beta Ray Bill finished it off.

"This is more like it!" Wolverine said as he sliced through one smaller Sentinel's head and then disarmed a Hydra agent of his gun before kicking him back. Elektra plunged her sais into one Sentinel's eyes before then knocking away Hydra agents dumb enough to get too close.

"**_KILL THEM!" _**American Son roared, all the while continuing to be hit from many different ranged attacks, also blasting back Moon Knight with a repulsor blast as he did.

Snarling, the Void lunged forwards, but the two Thors and Beta Ray Bill were on it in an instant, all three hammering away without pause of quarter, their uru weapons wreathed in electrical auras that added extra might and punishment to their blows. Seeing this, Doctor Doom pitched in by calling down bolts of magical lightning on the Void as well, and many of his Doombots fired ranged attacks of their own.

"Keep him steady!" Captain Marvel shouted before flying to one of the nearby pillars that lined the path to Asgard's city. Using her incredible strength, Captain Marvel ripped it right out of the ground, before then flying to where the Void was and smashing the entire column over the shadowy behemoth. The Void bellowed as it was struck, but incredibly, even this along with everything else did not bring it down. So Captain Marvel decided to just unload a steady barrage of her natural firepower on it for good measure. Flying in, her Iron Man joined her with his Proton Cannon, and 763 Iron Man his Uni-Beam.

As the Void took all of this, all the while writhing and screeching and bellowing, it continued to force itself up again and again, but each time it did so it struggled more.

"Keep it on!" Captain America II ordered. "Don't let up! Give him everything you've got!"

So they did. As all who could harm the Void to any significant degree went out of their way to do so, the great, monstrous alter-ego of the Sentry continued to howl and writhe, until soon it could stand defiant no more and was brought to it's claws and knees once again. Upon seeing this, and knowing that the portal was still open, Spider-Man shouted out: "He's weak enough! Throw him through the portal!"

Nodding, Captain Marvel and 7853 Thor each grabbed one arm of the Void and flew off with him before then hurling the beast with all their strength through the portal. The Void was at long last sucked into and through the portal, and as it fell it clawed frantically for the air as if in a desperate attempt to grab onto something that was not there, or perhaps the rims of the portal as though it were a ring that could be held onto. But it could do neither of these things. Instead, the Void fell farther, and farther, until Captain Universe chose then and there to make his move.

Consuming his blue hands in the Uni-Power's might yet again, Captain Universe raised both of his hands and fired out a massive, high powered burst of energy that ripped a hole through the Void's shadowy black form. The Void howled in agony, but Captain Universe kept on the pressure and in so doing caused the tear to widen. Then, he changed directions and fired another high-powered blast through another part of the Void, and then another. Each time the Void roared ever louder, but Captain Universe did not let this deter him in the least. As the Void became close enough that he was within range of Captain Universe's fists, he pulled one back, consumed it an aura that burned like a small sun, and punched just as the Void tried to consume him in it's darkness.

Back in 763's Asgard, the heroes once busy giving the Void everything they had now turned their attentions to the remainder of American Son's Sentinels, both big and small, and also the last of his Hydra men. Spider-Man was among them, continuing to bounce about from one foe to the next as he always had, also pleased that downed villains he saw littering the battlefield now included almost all of the Dark Avengers.

But there was one that Spider-Man _didn't _see, and he knew from just that that it wasn't over.

Sure enough, Spider-Man turned just in time to see a now heavily damaged American Son fly towards him, grab him by the throat, and surge forwards as fast as his sputtering and damaged jet-boots were willing to go. The faster he went, the more sparks they gave off, the more they sputtered, and the more the flames flickered out before then failing altogether. When they did, Spider-Man and American Son where several miles away from the battlefield, and also hovering above the Golden Observatory that stood on the end of the Bifrost Bridge opposite where the city was. And it was here that American Son and Spider-Man both plummeted, the former going first and leaving a man-sized hole in the observatory's roof before then clattering to the ground. Though Spider-Man tried to ease his descent via webbing, a well-aimed Repulsor blast from American Son cut the line and Spider-Man fell outright. Then, that gauntlet gave out as well, and American Son angrily tore it off and hurled it to the side.

By now, the rest of his armor was so damaged and burned, that it was giving off sparks non-stop, and when Spider-Man charged American Son and laid into him, he met little resistance. Striking with single-minded fury, relentlessness, and with the Way of the Spider ever-present, Spider-Man tore through piece after piece of American Son's armor. When he ripped through the last of the ruined suit though, he found beneath it...

"No!"

Spider-Man was punched backwards and across the observatory. As he tumbled, his assailant hurled a small, orange colored sphere that Spider-Man knew all too-well. The explosion was powerful, and it left Spider-Man with ringing and bleeding ears as it also burned and shredded part of his costume and mask, and then some of his body as well. Spider-Man screamed from the pain, but in said pain his scream barely registered with himself, nor did his flying backwards again and slamming up against the wall of the observatory.

Looking up as he struggled to get back to his feet, Spider-Man saw a sight he'd hoped that he would never have to see again since that fateful day eight years ago; violet purple boots, gloves with built-in weapons, and armored chestplate, all worn alongside pants and sleeves of a forest green color, and with a green mask worn over the face that was a face in in of itself. One with contorted features, mouth stretched into a demonic grin, long, slanted and pointed ears, and cold yellow eyes that bore into and went right through any who dared to look right at them. Eyes that contained nothing but madness and cruelty.

"Misery, misery, misery. That's what you've given me, you know. All that I've built, all that I and my partner in crime were working towards, _you _went of your way to tear down. You and all of your _stupid, pathetic, friends!_" As the Green Goblin said this, he kicked Spider-Man's prone and injured body over and over. As the hero staggered to his feet, the Green Goblin set on him in an instant, punching him in the stomach, chest, and face over and over until soon Spider-Man was once more grounded and left so bruised and bleeding all over he could barely move, much less stand up. But he could still get words out.

"You...you're..."

"Dead?" The Green Goblin's real mouth stretched into a twisted smile to match the one on his mask. "That's what you thought, isn't it? That when old Norman let go of the grass all those years ago, that I went with him? Well, you see, that's where you were wrong. I lived on. I lived on inside the Goblin Serum, the copies of it that still remained. Every little thing that was me, was kept inside those tiny little vials, just _waiting_ for some other sucker to come along and pump himself full of me. And that someone was your friend."

"Harry..."

"He acted without thinking that one. Always his worst mistake, always his downfall. The stupid boy didn't _think! _Oh, he thought to try and improve the serum, but that didn't change anything. No, no. All it did, was ensure that _two _terrors came out of him that day; myself, and the man you've been fighting this whole time. The _New _Goblin. But your friend, Harry Osborn...he died. His consciousness caught between two Goblins, and torn right to shreds by us both. Never stood a chance." Green Goblin chuckled as he said this, and it was only then that Spider-Man staggered to his feet again, but he swayed as he did. His ears still rang non-stop, his head throbbed violently, and he felt dizzy and light-headed as all of his many cuts, bruises, and burns made themselves acutely known to him.

"You...you killed Harry. You and New Goblin...you killed him, and so many other people..."

"And now, we're going to kill _you._" Green Goblin said with manic glee, before then leaping forwards foot extended and kicking Spider-Man back. Spider-Man willed himself to stay on his feet, and then dodged Green Goblin's next attack. He let out a few blows of his own, but the massive pain he was in made him slow to attack, and Green Goblin casually evaded every blow as it came along with any and all web attacks before then retaliating with more brutal pummeling; a kick here, a punch across the jaw there. Finally, he kicked Spider-Man back to the ground again, and then stepped down hard on his hand before he could fire out another bit of webbing.

"You've spun your last web, Spider-Man." Green Goblin said coldly before then staring down Spider-Man. "This, is the _end _of our story. Yours and mine. And I'll make sure it's the end for a certain...other someone as well. Someone I know is near and dear to your heart. Such a shame you had to drag her into this. And had you not been so selfish, your pretty little kitten's death would have been quick and painless, but now that you've _really **pissed me off, **_I'll make sure to finish her, _nice _and _slow_." Green Goblin then drew from his back-mounted scabbard New Goblin's sword. "...I'll be sure to give _Miss Hardy_ your regards!"

But, as Green Goblin prepared to stab down with his sword, Spider-Man grabbed Green Goblin's foot with his free hand, and pulled it off of his other hand, before then pulling again and causing Green Goblin to fall hard to the ground. Spider-Man forced himself back up and steeled his way past the pain, all the while staring down Green Goblin as he too got back up, sword still held in hand.

Green Goblin charged, sword flashing. Spider-Man spun away without getting so much as a nick, moving as though he had no other injuries at all. Green Goblin's eyes widened as he saw this, and then he found himself backpedaling as Spider-Man zipped towards him, leaping over Green Goblin's next slash and then bringing his foot down right into Green Goblin's mask, striking it hard enough to daze Green Goblin and stagger him. He recovered quickly and struck out with his sword again, and again Spider-Man evaded before using webbing to pull Green Goblin closer to him and into range of a swift punch. Then, he delivered several more punches. Green Goblin struck out with his sword once again, and this time he managed to cut through part of Spider-Man's shirt-piece, causing Spider-Man to cry out in pain.

Green Goblin swung again, but Spider-Man ducked under this attack, before Green Goblin then kicked him backwards. Spider-Man tumbled, before then trying to get back up. Green Goblin closed the distance and punched Spider-Man with enough force to knock him down after the hero dodged another sword strike. When Spider-Man went down, Green Goblin raised his sword over his head.

"Do say hello to the _real _Harry Osborn for me." He said, sadism dripping from every word before he then added, almost as an afterthought: "...and my 'son'."

"Tell them yourself." came a voice identical to Spider-Man's but not his as a web bullet sailed through the air and knocked Green Goblin's sword right out of his violet gloved hands. Looking up, he and Spider-Man saw Scarlet Spider, having entered through the hole American Son had made earlier.

"Sorry I'm late. But web-swinging only goes so fast." Scarlet Spider then dropped down and raced to Spider-Man's side, helping his brother up to his feet.

"Looks like I showed up just in time."

"Eh, I'd have preferred it if you'd come ten minutes ago." Spider-Man said in a deadpan before then spitting some blood out of his mouth and forcing himself to remain stationary as he and Scarlet Spider stared down Green Goblin.

"So, it's the two of you together then? Fine by me. I still have a few allies of my own."

Fiery explosions that blew out two new holes in the Observatory dome presaged the arrival of said allies, namely the Hobgoblin and Jack O'Lantern atop their own gliders, the two lowering said gliders as they entered before then flying to where Green Goblin was and hovering above him.

"I'd say this puts the odds back in my favor."

"Just three?" Scarlet Spider challenged. "Not impressed."

Smiling, Green Goblin turned to Jack O'Lantern and Hobgoblin: "Kill the red one. Leave Spider-Man to me."

Hobgoblin and Jack O'Lantern nodded before then both flying towards Scarlet Spider, only for Spider-Man to web-swing into the air to meet them both, dodging Hobgoblin's attack and kicking back Jack O'Lantern before then delivering punch after punch to him. This just left Hobgoblin by himself against Scarlet Spider, who hit him with a barrage of web bullets that forced the villain to go on the evasive.

Spider-Man, meanwhile forced Jack O'Lantern to steer his glider to the ground, before then wrapping his legs around the villain's waist and firing web-lines at the ceiling at the same time. As he was pulled back by the web-lines, Spider-Man took Jack O'Lantern with him, and his glider went rocketing forwards on it's own before crashing and scraping against the ground as it slid to a halt. Spider-Man then swung forwards and let Jack O'Lantern go, the villain going up into the air before falling just as Spider-Man came down and started laying into him again. When Jack O'Lantern crashed, it was with Spider-Man on top of him and pummeling Jack O'Lantern before a charge from Green Goblin forced him to break off his attack and leap over Green Goblin's head. Green Goblin snapped his sword back and tried to stab upwards to impale Spider-Man on the blade, but Spider-Man managed to maneuver his body just enough to that the sword slashed his back but didn't impale him.

Spider-Man grimaced as he rolled, the stinging pain of the two slashes from the sword adding to the already intense agony he was in from the bruises, cuts, and mild burns from the Pumpkin Bomb and Green Goblin's beating. But still, he stood and tightened his fists. Still he braced himself for another attack, and still he moved in time to avoid it when it came. He moved almost without thinking to now, jumping and leaping from place to place and continuing to move every time Green Goblin so much as turned in his direction. He did not stop moving. Instead, he kept going, leaping and zipping about and striking hard and fast almost every time he changed directions or positions. His thoughts became more and more distant, more far away. The sounds of Scarlet Spider's nearby battle with Hobgoblin faded and the fight itself might as well have been happening somewhere else entirely. His own thoughts quieted as well, and for a moment, it was, in a twisted sort of way, as though Spider-Man was at peace as he thought about nothing...nothing, except the fight itself.

His fist again slamming into Green Goblin's face and knocking blood out of his mouth brought Spider-Man back to reality and to the present of the situation. Green Goblin fired out a laser blast, but this attack was dodged as Spider-Man kept up his assault. Jack O'Lantern ran in to attack from behind, but Spider-Man spun around and kicked him right in his pumpkin-themed helmet, hitting so hard he left a crack in it. Green Goblin then tried to punch Spider-Man from behind while he did this, but Spider-Man grabbed Green Goblin's fist and struck him with his own. Green Goblin then kicked Spider-Man back and the hero tumbled.

"You can't keep going. Not forever. You're too weak. You've _always _been weak."

But as Green Goblin said this, Spider-Man saw his brother continue to fight valiantly against the Hobgoblin, trading blows with the supervillain left and right. It was in this moment, that Spider-Man hit on a means of evening the odds against his arch-foe, a way to ensure that for all of his pain at that moment, he could still come out ahead.

Getting back to his feet, Spider-Man ran at Hobgoblin, who turned just in time to see him. He fired a laser blast, but Spider-Man dodged this. As he closed the distance, Hobgoblin grabbed and primed a pumpkin bomb with his other hand, but this was what Spider-Man had been counting on. Firing a web-line at the bomb the minute Hobgoblin primed it, Spider-Man turned and swung it right into the Green Goblin's path.

The ensuing explosion managed to knock the Green Goblin backwards and send him tumbling along the ground. As he rose to his feet, Spider-Man could still see that the bomb had done it's job as far as weakening the Green Goblin went; his breastplate was now mostly blackened and pitted, and some of the sleeves of his costume were shredded. As Green Goblin staggered, Spider-Man seized his chance. Swinging forwards with a roar of determination and anger, Spider-Man drove his other fist into Green Goblin, hitting him hard enough to knock him through the air once again before forcing him up against the wall. Grabbing him with both hands, Spider-Man punched him across the face, and then did so again. And then again. And again, and again, and again.

His Spider-Sense alerted him to Jack O'Lantern running towards him, electricity crackling from one of his gloves, Spider-Man grabbed his leg as he let out a kick and forced him to the ground and on his back. Several punches coming hard and fast finally succeeded in breaking Jack O'Lantern's helmet outright and knocking him out.

No sooner was Jack O'Lantern down and out did Spider-Man leap into the air and deliver a kick right to the Green Goblin as he ran at him from behind. His foot went right into Green Goblin's face, but as he landed, Spider-Man found himself on his back, writhing in pain and lying there as his injuries at last began to overwhelm him, each one now crying out in it's own voice and trying to drown out everything else. And so he lay there, staring upwards, the world swimming around his eyes and his vision growing dark.

But then, he heard the Green Goblin continue to chuckle, and in that moment, the shadows creeping in on his vision pulled back as the bright light of purpose shined down on him. And, as the Green Goblin staggered back to his feet, so too did Spider-Man.

Spider-Man landed the first punch, one across the jaw. Then, he grabbed Green Goblin and hurled him to one side, slamming him into the wall before then punching him in his stomach and further damaging his mostly scorched chestplate. This was followed by another punch across the jaw that sent Green Goblin tumbling in the other direction. By now, Spider-Man was swaying, and staggering, and Green Goblin seized on his chance to throw another punch, but Spider-Man grabbed his wrist, punched him with his other hand, punched him twice more, and then finished him with an uppercut from his opposite hand and then one more punch across the face that finally brought Green Goblin to his knees.

Standing there, shaking violently as the massive amount of pain along with his stress and many different kinds of catharsis and trauma threatened to drown him like a lone man caught in a tsunami, Spider-Man stared down the Green Goblin as the villain struggled to get back up and said simply: "Goblin, this is for Gwen, for the real Harry, and for me."

And then Spider-Man jumped into the air, raised his fist high as if to hit the sky itself, and then drove that fist downwards and right into Green Goblin's jaw, knocking out teeth, blood, and the Green Goblin himself, who at last fell face-first onto the floor.

With his arch-nemesis defeated, Spider-Man weakly turned to look at Scarlet Spider and saw that he stood triumphant over a defeated Hobgoblin, who's face was similarly bloodied and his orange cape spread out almost like a carpet or tapestry as he lay at Scarlet Spider's feet.

"We did it. It's over."

And then, Spider-Man fell forwards and collapsed into Scarlet Spider's arms before losing consciousness at last.

By this time, the other heroes (and Doctor Doom) had arrived at the Observatory, and upon seeing the sight within wasted no time surrounding Jack O'Lantern and Hobgoblin. As Green Goblin was approached however, his yellow eyes shot open again, and he kicked Daredevil back before he could restrain him. Forcing himself back up and backing away awkwardly, Green Goblin tore off his ruined mask and stared down the massive assembly of heroes now confronting him. In the corner of his eye, he could see what was directly behind him, in the very center of the Observatory: a swirling vortex that seemed to give off a kind of power to it, one that could lead one to any one of a number of places in the universe. That was why it was there, connected as it was to the Bifrost.

And now, Green Goblin found himself standing near the very precipice of it, staring down into the never-ending "pit" that looked more like the vastness of space, along with swirling clouds of cosmic dust, bright flares that could have been anything from a supernova to a quasar, and other wonders of the cosmos that he had no real appreciation for anyways. But what he _did _appreciate, much as he hated to, was that it was over. The jig was up, and he knew immediately that he would not allow himself to become the heroes' trophy, to be paraded through the streets in handcuffs like some kind of spoil of war. No, he would be spiteful. To the very bitter end, he would be spiteful. He would cheat them of their prize, just as he had cheated them out of so much else prior. This then, was his final act of hate.

New Goblin and Green Goblin, the two halves of the same monster, turned back around as the large number of heroes that had already burst through the doors and into the Observatory came closer and closer to his position. He could see Doctor Doom stride to the very front, his armor damaged in some places and part of his majestic green cape torn but ultimately still looking a great deal better than the two Goblin's shared body was doing at the moment. Thinking of how he would never get the chance to reverse the situation and turn the tables on Doom and the rest caused that last little flame of spite and hate to flare up once more as he fought hard to keep back a snarl. Instead, he looked Doctor Doom right into his cold eyes that could still be seen behind his metal mask as he advanced, though he also made sure to spare Spider-Man a glance as Scarlet Spider continued to hold onto his wounded brother.

New Goblin's persona asserted itself over the Green Goblin one last time, as he smiled rather wearily (but still with just a trace of malice), and said as the many heroes all readied their respective weapons and other forms of attack: "Let us to't pell-mell...if not to Heaven..." New Goblin raised one purple gloved hand as if to take in it someone else's while with his other hand he grabbed and primed one last Pumpkin Bomb. He then he finished with an almost manic glee: "...then _hand in hand to Hell!"_

No sooner did the words leave New Goblin's mouth did he throw his pumpkin bomb in Spider-Man's direction, but Scarlet Spider's Spider-Sense alerted him to the Goblin's final act of treachery, and he fired a web-line at it and swung it to the side just as it exploded. A searing hot laser of plasma energy fired out of every last finger on Doctor Doom's right gauntlet. The lasers cut right through the purple body armor of New Goblin's other side, leaving several neat holes in the torso that also happened to go through several vital organs. Blood filled New Goblin's mouth and then seeped down out of the sides.

And yet, even as he fell backwards, and into the Well of Infinity, and then down, down, down into that great and unpredictable cosmic abyss that would take him to who knows where as a side-trip to Lady Death's waiting arms, the last expression on New Goblin's face was a manic grin that could have only come from his other side, showing gaps amid blood-stained teeth. Green Goblin asserting control again for the very last plunge.

_I'm sitting on top of the world..._

**Author's Note: Wow. Even not counting this Author's Note, this one was well over 12,000 words. Talk about your big finales.**

**I have to say, out of all of the many scenes that went through a few different drafts, the death of Harry Osborn (or rather New Goblin and Green Goblin per this chapter's reveal) was by far the one that went through the most re-dos. I knew he (or they), were going to die, and I knew I wanted it to be sufficiently ignominious for a despicable character(s), but I wasn't sure on just _how _it should be done, or for that matter who should kill him/them. Possibilities included Spider-Man running Goblin through with his own sword a la Edmond Dantes to Mondego in the Count of Monte Cristo movie (2002 version), complete with Spider-Man saying a similar line to what Dantes tells Mondego right before he dies. But I decided that, justified as this particular killing would have been, I wanted my hero's hands to remain clean of anyone's blood rather than force him to kill. I considered Black Cat being the one to do him in and also save Spider-Man's life in the process, but this too didn't take because I ultimately wanted Felicia's hands to be just as bloodless as Peter's. It was only when I included in my story New Goblin double-crossing Doom that I realized that Doom would be the perfect candidate to do New Goblin in, since after all, no one crosses Doom and walks away without injury. New Goblin was going to figure that out the hard way.**

**And, while I didn't reference the scene I'd originally been intending to, I still found a good source of inspiration for the death scene that I _did _go with. A movie that came out the same year I was born, actually. And based off of one of my favorite plays to boot.**

**A few other things:**

**1\. Yes, I stole the Proton Cannon from Marvel Vs. Capcom, because you have to admit; it's one really sweet cannon. A bit over-the-top yes, but I'd argue that's part of it's appeal. So I included it for 7853 Iron Man here. **

**2\. Likewise, 7853 Iron Man's armor is based more off of the Superior Iron Man's armor, only with more blue to balance out all the silver-white. And hey, blue and silver-white is a good color combo. So I went with it.**


	17. What it means to be Spider-Man and Peter

Chapter 16: What it means to be Spider-Man and Peter Parker

In the aftermath of the final battle, the surviving Asgardian warriors set about gathering their dead and getting them into piles to then be given a proper cremation and send-off later on. As they did this, unconscious bodies of Hydra agents were also gathered up and clumped into massive piles that were kept under watch by several of the superheroes still in a condition to stand up and fight. The more fatigued and injured ones were tended to by yet more of the superheroes. And then there were a few in particular who were in the midst of a rather...tense, discussion.

"What do you mean we're 'letting him go'?" Demanded the Human Torch, incredulously.

"Don't be a simpleton." Doctor Doom said harshly. "Your sibling is being honorable, something you would do well to take after. She is allowing me to leave in peace on this day as Doom leaves _you _in peace. It is a courtesy I have more than earned."

"Like hell you have. You're a dictator, a tyrant, an A-List supervillain, and a bunch of other things besi-"

"_Silence._" Doctor Doom snapped. "Do not forget that it was _my _collection of Norn Stones in conjunction with my knowledge of sorcery that allowed us to get to Asgard in the first place. You owe the entirety of your contributions to this battle, minimal as they were, to me. And so for that reason alone, I am more than justified in my stance. I promise you that I will give you no trouble so long as none of you threaten my person or attempt to halt my departure. This is the contract. Violate it at your own peril."

Human Torch's black gloved hands balled into fists, but Invisible Woman put a hand on her brother's shoulder to pacify him. "I gave him my word, Johnny. I know we're enemies, but be that as it may, Doom _did _help get us here. And he's not looking for a fight, for once. And I don't know about you, but after everything that's happened, I'm _exhausted_. The last thing I want is to pick a fight with Doom when I know I can avoid it."

In the face of his sister's words and the insistence behind them, the Human Torch finally sighed and nodded. "Alright, fine. But I still think it's a dumb idea."

"As if your thoughts on this matter are of any relevance." Doctor Doom said contemptuously before then turning metal heel and storming off, soon disappearing from view altogether. Spider-Man was among those who watched him go, before then limping over to Captain Universe and shaking hands with his counterpart.

"Thanks for all your help. Had you and your Avengers team not shown up, things wouldn't have gone so well for us."

"I promised you my help." Captain Universe said as he shook Spider-Man's hand. "...and, just like you, I keep my word. I _also _kept my word when I said I might be able to bring in additional help."

"You certainly did." Spider-Man agreed with a nod, before adding: "They're a great team."

"They sure are. They've even bailed _me _out in the past, both before and after getting the Uni-Power. I couldn't ask for better friends and allies."

As Captain Universe said this, Spider-Man looked out at the gathered superheroes of his world. "...it's the same for me and them. Lord knows I wouldn't have lasted anywhere near this long without all of them. I owe them my life quite a few times over. And that means that I am also officially done with being a Loner Hero."

Captain Universe chuckled. "Ah, so you went through that phase too, huh? Yeah, I used to think that way myself when I was just starting out. Then I got smarter."

Now, it was Spider-Man's turn to chuckle, before he then moaned. "Ow...hurts to laugh. Actually, it hurts period. Everywhere. A lot."

"At least, all that pain proves you're still alive."

"Ha-ow! Damn. Don't do that. I may be alive, but I'm not exactly in the best of health right now."

As Spider-Man said this, he could also see Captain Rogers near Thor, speaking to him about all that had transpired up to that point, and also where they would go from there.

"You're certain you can handle things here in Asgard without us Thor?" Captain Rogers asked.

Thor nodded vigorously. "Aye, friend Rogers. Loki may return to power in due course, but we have done well in keeping him at bay up to this point. This is, I suspect, why he brought that fiend Osborn and his cronies to Asgard; to help him defeat us. But clearly, that arrangement played out poorly for all involved. But rest assured, we will keep my treacherous step-brother even more hard-pressed in the future, so that he not attempt to recruit any more mortals of a black heart into his war against us."

"Good to know." Spider-Man said wearily as he fairly limped over to the two other heroes. "We've rounded up the last of the Hydra agents, along with those of Harry's Dark Avengers who survived."

At the mention of this second part, Captain Rogers nodded, but also took on a look of sadness. Seeing this, Captain Universe said: "I didn't want to kill him. But...he was too powerful. Had that fight gone on, it would have threatened my city and everyone in it. I had no choice."

"I...I regret what happened to Reynolds." Captain Rogers admitted. "More than regret, actually. I wish things had gone differently. He was a good man. A _very _good man. He could have been the absolute best of us all. But...Osborn got to him. And for that, I'm sorry."

"He will be mourned." Thor said. "The Valkyrie shall sing his praises in the halls of Valhalla. Always will we remember and honor Robert Reynolds the hero Sentry, and not his vile alternate form the Void."

"And what about you, Parker?" Captain Rogers asked. "I can't imagine everything that's happened today has been easy on you."

Spider-Man sighed deeply and said: "It's alright, I'm good. It's like Green Goblin said: the friend I knew as Harry Osborn, he died a long time ago. All that was left controlling his body were two very, very evil men. Two monsters. And now, hopefully, two monsters that are gone for good. I don't want to have to see the Green Goblin and New Goblin return to my life a second time. Hopefully now, I can bury those evils along with my friend and move on with my life."

"Let's _all_ hope that, for everyone's sakes." Captain Rogers said with a nod of agreement.

"So then..." Spider-Man said. "...it's over now. We've beaten everything the Goblins threw at us. It's time to go home."

Captain Rogers smiled. "Peter Parker...I couldn't agree more."

Spider-Man then turned to Captain Universe and his Avengers team as they grouped together and got ready to return to their world. "Take care of yourself, other me. You may have those nifty cosmic powers of yours, but don't think you're invincible."

Captain Universe smiled behind his mask. "Don't worry. I never have." Then, he raised one blue hand to say good-bye and said: "Best of luck to you, Peter. I hope your adventure ends with as happy an ending as mine has."

-X-

When the army of heroes were transported back to Earth along with their captives, they were left stunned by what they saw: a New York City that looked like it had just been in the midst of a war, with cars overturned, buildings blown out, small fires still raging, and countless dead, injured, and unconscious humans and lizard creatures littering the streets.

"Oh no..."

"Hold on." Captain America said as he raised a hand. "Don't jump to conclusions. I have a feeling our team won..."

As Captain America said this, the black form of Agent Venom swung into view, followed by Toxin.

"...and, there you go."

"Flash!" Spider-Man said, running up to him as he landed along with Toxin. "What happened here?"

"We beat them, Pete." Agent Venom said, his black helmet/mask retracting to expose the face of Flash Thompson. "We beat them all. All of Harry's symbiotes have been destroyed, except for a few of the buggers that managed to get away. But we'll find them. What's important now is that almost all of them are toast, and New York's been saved."

"And the Lizards?"

"Most of 'em got pounded something fierce." Flash Thompson said with a smile. "Any stragglers that are left should be easy to find and take down. It's over, Pete. We won."

"And...the others?"

"The Thing, Luke Cage, and Iron Fist are still cleaning up the parts of the city they were in for most of the battle. Helping the police and emergency workers with getting people to safety. Venom disappeared in all the fuss."

"Not surprised." Spider-Man said with a sigh, also hoping that, now that all of their reasons for working together were null and void, Venom still wouldn't take the opportunity to renew his vendetta with Spider-Man. And as it was, there were two other heroes he wanted to ask about. Two very important ones in particular...

"And...Felicia? And Michael?"

"Right here, Spider." Came a voice that when he heard it made Spider-Man's heart sing, and also swell. Whipping around, he saw Black Cat standing there with Azure Spider, catsuit torn up and damaged in places, small cuts on her jaw and one of her cheeks and her mask torn, but still very much alive. Some dirt and debris had also made her face a little dirty, but even in spite of this and the cuts, Spider-Man didn't care. To him, she looked as beautiful as she'd ever been. As beautiful as when he'd first met her as her true self.

Spider-Man ran up to Black Cat and embraced her tightly. Throwing off his mask entirely, Spider-Man and Peter Parker as one took Black Cat in his arms, holding her waist with one hand while his other arm wrapped around her upper back, his hand pressed against her side. And as Black Cat leaned back, she let her lover kiss her as hard and passionately as he could to the roars and cheers of approval from the superheroes watching, Scarlet Spider in particular bursting into applause for his brother.

"Well done, Peter." He said, also turning to see that, even Kaine was forming a slight, faint, but to his eyes very noticeable smile that his mask could no longer hide thanks to it's being so torn up.

Finally, Spider-Man and Black Cat's lips parted, and Black Cat said: "So...we just managed to beat the bad guys, find true love, _and_ save the world. What are you planning to do next, Mr. Parker?"

The face that belonged to Spider-Man and Peter Parker both flashed a smile as he said: "Well, Miss Hardy...I was thinking of spending the rest of my life with a _very _special someone. Someone who used to be kind of a bad girl, but she's grown on me quite a bit."

"Is she pretty?" Black Cat asked, her red lips forming a sly smile as she played along.

Peter Parker nodded. "Oh yes. The most beautiful, talented, capable, witty, and just straight up most fun woman I've ever known. In _and _out of costume."

Smile widening at this remark, Black Cat's green eyes fluttered closed and she let the spider and the man kiss her deeply once again.

**Epilogue:**

"Greetings to you all. I am Uatu, the Watcher. It is I who have been narrating this tale to you, the privileged one who is of a high enough standing in the cosmic order to bear witness to this story. It is I who have told the tales you have heard of Spider-Man's exploits during this most tumultuous time of his life, and his final triumphs over the villainy of the Goblins and their allies. But now, with the threat vanquished and the future saved, the tale is not yet done. For you have borne witness to not just an end but also a beginning. A beginning of a new, happier chapter in the life of Peter Parker and his family. And as a final parting gift to you, the great and patient listener of this story and the two that preceded it, I will show you the happiness Peter Parker found for himself in the next sixty-five years of his life, beginning with, in the year 2015..."

"...and do you, Peter Parker, take this woman, Felicia Hardy as your wife?"

Peter nodded and smiled. "I do. I sure do."

"Then by the grace of God, I know pronounce you man and wife."

Peter smashed a glass under his foot as the final part of the ceremony, and then he and Felicia passionately locked lips with one another to the roar of the jubilant crowd. As they ran out of the synagogue to cheers and applause, Felicia turned and smiled at Peter before kissing him on the cheek. The diamond ring she now wore over one of her white gloves sparkled in the sunlight, and her red lips were stretched into the biggest smile imaginable. She kissed Peter again before remarking in a playfully teasing tone: "You look so cute with that on." Felicia ran her gloved fingers through Peter's hair as she said this, near where his kippah rested on his head.

"Glad you like it." Peter said with a laugh. "It _is _tradition after all."

Peter and Felicia shared a passionate kiss to the joy of the cheering crowd, before getting into the car that was waiting for them and driving off, hoping to get clear of the synagogue before word leaked out that Spider-Man and Black Cat's wedding was there and a horde of people inevitably swarmed in. Driving the car was none other than Steve Rogers himself.

"So how did it go for you two lovebirds?" he asked in a pleasant tone as the car drove by.

Felicia snuggled up to Peter and looked up at him lovingly. "Well." she said before kissing him again.

"Perfect." Peter said as his lips parted from Felicia's before then planting themselves on hers again.

_"Now, we move forward, to the following year, when the newest member of the Parker/Hardy family is brought into the world…"_

Peter found himself shaking uncontrollably and fighting hard to keep back tears in his eyes as he first looked at the little infant girl that Felicia held in her arms. She was crying quite a bit, tears of paradoxically both pain and joy. She looked up at Peter and smiled. "It's a girl, Peter. We have a daughter now."

Peter kissed Felicia passionately and then took to holding his daughter in his arms for the first time. She looked up at him and reached for his face with her tiny arms, unable to actually grab hold of it. Her mouth widened and she stared up at her father with big, bulging eyes. His eyes, he soon realized. Staring right at him.

And it made him kiss her on the forehead.

"Hi there." Peter said with a smile. "I'm your daddy." he turned his daughter around to see Felicia, who she reached for. "...and that's your mom. Say hello."

His daughter reached for Felicia again and moaned softly, and Peter gave her back. Felicia cradled the infant girl she'd brought into the world in her arms. She smiled warmly at her and let her play with the loose locks of her white hair before she looked up at Peter again. "What do you want to name her?"

"You don't want to name her?"

"Well...I was thinking May was good. It _is_ your Aunt's name, and..." Felicia smiled. "...she's grown on me a lot."

Peter smiled and also chuckled. "That would be perfect." he said with a nod of approval before adding: "Speaking of which...I'm going to go get Aunt May, Ben, and the others. Tell them all the good news!"

As Peter raced off to get the others, Felicia looked down at the young May Parker II and smiled. "Hey there, May. You're such a beautiful girl. And I'm going to take care of you forever." Felicia kissed May's head, tears still streaming down her face. "I love you baby girl."

"_And now we move forwards again, two years to 2018, where Peter Parker becomes his clone and brother's best man at his **own **wedding…"_

Peter patted Ben on the back before giving him a good shake. "I'm happy for you Ben."

"Thanks Peter." Ben said with a nod. "Jessica's a great woman. I know we'll get along great together…"

Ben shot a look over to Jessica Drew, still in her white bride's dress. She was busy at the moment talking to Felicia, who was there with the now two year old May at her side, the little girl being at her mother's knees in height, having short white hair, big brown eyes, and a face that few could find anything but completely adorable. Especially since she tugged on her mother's arm and called out "mommy" and "mama" over and over.

"She's grown up fast." Ben noted as he looked at May.

Peter nodded. "She sure has. And she's as cute a button to boot."

"Has she…?"

Peter shook his head. "No. Not yet anyway."

"Do you think she might?"

Peter sighed. "Who can say? Honestly, I'm kind of hoping she _doesn't _come to inherit that side of me. Felicia and I retired after she was born for a reason."

Ben nodded. "I understand. Still, if she _does _come to develop the powers…"

"We'll cross that bridge when we come to it." Peter said before adding: "If it _does _happen, it will hopefully not be for a few years at least."

"_But develop spider powers of her own May Parker II did. For as we see, in the year 2029…"_

There was a resounding ovation from the stands on both sides of the gym as May, "Mayday" Parker managed to leap an astonishing distance from where she had been moments ago to the orange rim that awaited her, and then incredibly managing to plunge the ball in her hands through the hoop. When the ball fell and hit the floor, the crowd's roaring and cheering managed to get louder still, but May for one didn't mind. She _loved _the cheering, the jubilation. The thrill and adrenaline that was then rewarded by this adoration.

Up in the stands, sat her parents, Peter and Felicia Parker, and also her "brother", Michael. May's smile widened as she saw them and she waved to them, a gesture her mother returned. Her father also smiled at her, though there was something in his eyes that May couldn't quite pin down, but something that didn't seem to her like approval. But she quickly brushed this aside as she continued to bask in the cheering of the crowd and the praise of her teammates who took her in their arms and showered her with extra cheers for how she had made such an unbelievable move to win them the game.

"You were great out there, honey." Felicia said as May and her parents drove home that night.

"Thanks mom." May said with a smile. "I do my best."

"I think you did good too." Michael said, before adding reluctantly: "...though to be honest, I still don't see the appeal of the sport. Seems kind of...repetitive, to me."

"Well, that's because you're just a stick in the mud." May teased, to which her older foster sibling said nothing. When the family returned to Felicia's penthouse though, and May and Michael went to their rooms to relax and turn in for the night, Peter turned to his wife: "That was quite a leap she made."

"Come on, Peter. You don't think...?"

"I do." Peter said with a nod. "We always thought this day might come. That wasn't just athleticism. May's getting the same powers I have."

"And? Is that such a bad thing?"

"Not exactly." Peter admitted before adding: "But...it does complicate things..."

"Don't want her to get into the family business?"

"If it's science, then yes, I would love that. But if it's my _other _long-standing career, or for that matter yours, then no, I don't, actually. I want May to live as normal a life as she can be given."

"Peter, she's the daughter of two celebrities. Spider-Man and the Black Cat. Everyone knows _exactly _who she is. She's always in the limelight just because of us."

"Which is exactly my point." Peter said. "May's already got a stressful life for no reason than because you and I are her parents. So because of that, I want to give May _some_ normalcy, some measure of peace to call her own. She's got enough adulation as it is without the added pressure of being a superhero."

"What if it's her choice though, honey?" Felicia asked, as she did resting her head against his shoulder, knowing this was one of many gestures that calmed him down. "What if May wants to follow in our footsteps and kick some butt like her folks? I don't know about you, but I'd be proud, personally."

"You know what kind of things happened to me after I became Spider-Man." Peter pointed out. "All of the suffering, all of the loss, all of the pain. All of the times I nearly died, or the times I came so close to having my whole world destroyed. I don't want that to happen to May. I don't want to see her be hurt every day like I was. And besides, the Heroic Age is over now. You and I have barely worn our costumes since World War III ended eight years ago and Hydra disappeared. There's no need for superheroes anymore. We succeeded in what we set out to do. We helped people, we saved lives, we did our part. Now, I want our family to be able to see the fruits of our labor. Not just keep laboring till we die."

"I'm surprised you of all people are saying that Peter Parker." Felicia said with a slight frown. "What ever happened to 'With Great Power Comes Great Responsibility?"

"I haven't forgotten." Peter said evenly. "I'll _never _forget. But I _also_ consider you and May to be my responsibility, and I'm not getting any younger, Felicia. I'm not going to be around forever, and I honestly don't want to be either. After everything you and I have done for this world, I don't think it's too selfish to want at least a little bit of peace and happiness to call our own."

"We didn't have happiness as Spider-Man and Black Cat?" Felicia asked, sadness appearing in her green eyes.

"No, no, of course we did. I'm sorry, Felicia. That...that's not what I meant."

"No, it's okay, I know what you meant." Felicia said, the sadness in her green eyes disappearing as quickly as it had come. "I understand wanting to relax a little after everything that's happened to us. After everything with the Superior Six, and then May being born, and then how the world briefly went to hell in a hand-basket with World War III. And it's not like things aren't better now too. I mean, people are living longer, one of May's best friends is a Mutant who goes to her school with her, Captain America's President...hell, I hear even North Korea had fair elections last year for the first time in...well, ever."

"Don't forget, it took Hydra taking over followed by a third World War to make that last one happen." Peter said before sighing deeply. "I'm not a fool, Felicia. I know there's always going to be evil in this world. And I know that there's always going to be a need for people to fight that evil. But...I don't want it to be me forever. And I don't want it to be our family forever. I can't be Spider-Man forever, just as you can't be the Black Cat forever. Much as you may enjoy semi-retirement, we'll have to fully retire sooner or later."

"All the more reason why May becoming another you wouldn't be a bad thing." Felicia said.

"I don't want her to suffer." Peter said, echoing some of his earlier words.

"But think of all the good May could do with her powers if she became like you." Felicia urged. "And it wouldn't be _all _doom and gloom, just as it wasn't all doom and gloom for us. I know you had fun as Spider-Man just as I did as Black Cat. I'm not saying it would be a cake-walk, but I think that May would love getting to be a Spider-Girl."

"Spider-Girl?"

"Well, if you think she'd do better as a second Black Cat..."

"...I can't believe we're going there now."

Felicia smiled and kissed her husband on the cheek. "Whatever happens, Peter...I know our daughter will do just fine. I have faith in her. She's as much me as she is you, after all. And when have _I_ ever let you down?"

Peter gave Felicia a bemused look. "You want a short list or a long one?"

Felicia gave Peter a look before rapping him on the side of his head and then kissing him on the forehead. "Careful, Mr. Parker. This kitty still has her claws you know."

Peter laughed. "Oh, I know Felicia. Believe me, I know..."

_But, despite Peter Parker's reservations, in 2032, thirty years after Peter Parker himself first became his heroic alter-ego..._

"You think Hydra is dead!? You fools! Hydra lives on in us! _We _are Hydra reborn! _We _will take this land and the world for our own! New World Order! New World Order!"

"People, please..." Came a confident sounding female voice that prompted the thugs in black and green to take a pause in the midst of their rampage through the streets and look up at it's source. When they did, they saw a lithe, young woman clad in head-to-toe red and blue, and with the design of her outfit and mask looking an awful lot like...

"No way..."

"...don't you know there's designated areas where you can scream your nonsense to anyone who will listen? Which, granted, isn't too many people, but still..."

The Neo-Hydra thugs were so taken aback, they scarcely had time to respond before Spider-Girl leaped off of the building she'd stuck herself to and went down towards the thugs. One thug finally managed to react and unleashed a flurry of machine gun fire, but Spider-Girl maneuvered her body out of the way of each shot, continuing to roll in mid-air and avoid every bullet as it whizzed right by her body, getting closer and closer until at last she was within striking range. She grabbed the one thug's rifle and yanked it out of his hands before then tripping him with a sweeping kick.

The other thugs tried to shoot at her, but Spider-Girl dodged their bullets as they came, moving her body with blinding speed as she casually dodged each and every shot as it came regardless of it's direction. Webbing fired from both hands struck two of the thugs in their faces, blinding them. The third and final thug fired again, and Spider-Girl cartwheeled out of the way of the shots before then swiftly closing the distance and dropping the thug with one kick. Once he was down, Spider-Girl webbed up the lot of them, and left a note for the arriving police to find along with the crooks: "Courtesy of your Friendly Neighborhood Spider-Girl."

As Spider-Girl web-swung away, and then returned to a rooftop not far from where the Neo-Hydra thug's rampage had taken place, she smiled behind her mask. "Well, dad? How did I do?"

Arms crossed over his chest, Spider-Man smiled behind his own mask. "Well, for your first time. You dodged those bullets with the best of them. Just as well as I ever have."

Spider-Girl's smile got wider. "See dad? I'm a natural."

"And I can see that the Web-Shooters I made you also work."

"We built them together, remember dad? And yes, they do."

Spider-Man nodded. "Yes, yes, you're right. We did it together. Now you can learn to do everything with those web-shooters that I can do with my natural webs."

"Would have been cool to have gotten those..."

"You can't have it all, May. You inherited some of my powers, but not all of them. But we found a way to compensate for what you didn't get."

Spider-Girl nodded. "That's true." She said, before adding playfully: "I've got most of your powers, _and_ mom's looks and style. What's not to love?"

"You _also_ inherited her modesty." Spider-Man said in a deadpan, to which Spider-Girl chuckled. "I'm _so _telling her that you said that."

"Please don't. I happen to like being on good terms with your mother." Then, Spider-Man said in a more serious tone as he put his hands on his daughter's shoulders. "You really did do good, May. Both here and...well, with what happened before to make me decide to go along with this in the first place. At this rate, you'll be doing the Parker and Hardy legacies proud in no time."

Breaking into a big smile behind the mask that was identical to her father's, Spider-Girl hugged him tightly. "Thanks, dad."

_May Parker as Spider-Girl would indeed go on to do her parent's legacy proud, as Spider-Man had predicted. As the Sensational Spider-Girl, May would battle many enemies, both old and new, but also encounter many friends, such as the third Green Goblin, who was as much a hero in this timeline as he was in that dystopian alternate future of Earth 765. May would also discover in the course of her adventures a young clone of herself named April, who would come to be her crimefighting ally, partner, and sister, Mayhem._

_As for Peter Parker, he and his wife Felicia Hardy would only grow more proud of their daughter and all of the good she did with each passing year of her heroics as Spider-Girl, and it was not long after her appearance that they both retired fully and permanently. We now look ahead, at another milestone in Peter Parker's life, in 2036..._

"Happy Birthday!" The collective Parker family cried in glee as Peter was greeted to not just their assembly but also a large banner with the same message along with the number 50. Also present, was a large cake that's high-sugar content (including a few layers of frosting) was more for the kid's benefit than his own, though Peter was determined to still be able to have one piece of it.

_It **is **my Birthday, after all. _Peter thought with a smile as he kissed his wife on the cheek and held her to him as he looked out and saw who else was there: besides them and his daughters May and April and his adopted son Michael, there was also his Aunt May, Ben and Jessica, Hobbie Brown, Norman Osborn Jr., Matt Murdock, and even Kaine and Gwen's clone, now known as Joyce Delany. His successor to the Spider-Man mantle was also there, standing next to his daughters.

"I can't believe you're already 50 now." Miles Morales said. "...you still look younger than my dad."

Peter shrugged at this and smiled. "Healthy living, I guess."

"More like healing faster than an average person." Ben said with a smile.

"Trust me, I still feel pretty old." Peter joked, before the candles on his birthday cake were then lit. Everyone gathered around to see Peter blow them out, and as he did, he of course, made a silent wish, which was as follows: _I wish that the happiness I have now...the family I have now...will be with me for the rest of my life, and for every last birthday I have after this one._

And then, Peter blew out the candles to the cheers of all in the room.

_...to 50 more._

_But, as it was, Peter Parker did not quite live to see another fifty years. He did, however, get the primary part of his wish: for every last one of the remaining years of his life, for every last one of the birthdays to follow, his family was there. Some did depart from this world as time wore on, such as his beloved Aunt in 2040, but Peter's family on the whole stayed with him year after year, and his wife and children were always at his side. Then, in 2079, after over nine decades on this Earth..._

Peter could feel his daughter's hands wrapped tightly around his own. He couldn't blame her. This was, would be, the single hardest day of her life, or at least he hoped so. One of his last hopes that he would have, that she never have to endure a pain greater than this one.

He could see the tears filling her eyes, and sliding down her face as she weeped. He could see those same tears fill the eyes of the other members of his family who stood here with him. He could see them in May's husband, and her children. He could see them in Miles Morales, who had long since retired the role he had inherited from Peter by that point. Even his adopted children Michael and April, who were so often just a bit more hard-hearted than their sister, and so often reluctant to show their feelings, had tears. April in particular looked distant as well as sad, as though she'd been left so crushed she could hardly register it. More and more tears steadily filled her eyes and Michael's until soon they were just as filled with them as May's were.

"It's alright..." Peter said weakly, an action that hurt and stung, but one he still performed. "I...I've lived...a good, long life. I've lived by the values my parents, aunt, and uncle instilled in me. I saved, and helped...so many. So many lives, changed for the better, because of me. And because of all of you in this room. So many lives, that were allowed to live because I was there...this, is the single greatest gift any life can have...the ability to change another's for the better. He who saves one life, saves the world. And I, have gotten this gift enough times for a thousand lifetimes."

Peter closed his eyes, knowing full well it would be the very last time he ever did.

"...I'm ready. I am at peace. Do not obsess over my death, or drown in despair. Live, instead. Live and be happy. Live..."

When he next opened his eyes, Peter realized immediately that he felt different. No longer did he feel every single one of his 93 years but instead felt lighter. In fact, he felt as though he had no weight or baggage to his being. He felt free. Liberated from all of the burdens of life now that his had come to it's conclusion at last.

So this, apparently, was what dying and passing on felt like.

He looked down at himself, and was surprised to find a familiar red and blue costume that he had not worn for well over forty years. And it fit him just as perfectly as it had on any day when he was in his prime. One of his single oldest friends returned to him now.

He raised red gloved hands to feel for his face. He felt no mask. It was still the face of Peter Parker.

Peter looked around him and saw only a never-ending expanse of whiteness. A whiteness that still gave off a brilliant, bright light. He felt the light on his skin, and it was warm and pleasant to the touch. It felt good, giving an even greater feeling of elation to this blissful state he was currently in.

"Peter…"

His heart jumped as he heard the female voice, like a siren calling out from across a great sea, in this case a sea of time. But this voice would not lure him to his doom but rather his final salvation. Stepping forward, he saw none other than his wife standing there, wearing the Black Cat costume she'd had when Peter had first met her as her costumed self. Her _true _self. Like him, she was missing her mask, but everything else was there. She raised her white gloved hands and took Peter's red gloved ones in her own.

"It's me, Peter. It's alright. I'm here for you. Here to take you to one last great place."

"Wait, this…_isn't_ Heaven?"

"No, no." Came another voice, one that was identical to Peter's. Stepping out of the light next was Ben in his Scarlet Spider costume and with his mask also off. "Think of this as the sort of 'waiting room'."

"Ben…you're here too…"

Ben smiled. "Well of course I am! You didn't really think we wouldn't see the next life together did you?"

Peter shook his head. "No, no of course not." He paused, then said: "Why…why are we all in costume?"

"Because once you've crossed over to the other side, the form you take is that of your true self. And you, Peter Parker, are as much Spider-Man as you are that lovable geek from Forest Hill Queens."

Peter smiled at this. But it was the voices he heard next that truly brought him to absolute happiness: "It's been a long time, kiddo."

Whipping around to the source of the kind, elderly voice that he had not heard for over 70 years, Peter found himself struggling (and failing) to keep back the tears as he saw none other than his beloved Uncle Ben step out of the light next. He was followed swiftly by Aunt May, and then, incredibly, his parents Richard and Mary, all of whom smiled warmly at him.

"Uncle Ben…?"

Peter's uncle gave him the same warm and inviting smile as his aunt and parents. "Yep, kiddo it's me. We're all here for you, Peter. We're all together in this place."

Richard Parker stepped forward and gave his son a tight embrace. "We're _all _here." He emphasized.

And indeed they were. Yet more people stepped out of the light: Gwen, her parents, Matt Murdock in his Daredevil costume and now with his eyes not cursed by blindness, Robbie Robertson, his son Randy, Flash, Hobbie, Betty, Ned Lee, even J Jonah Jameson was there. And all of them smiled at him with looks of approval and rejoice. One face in particular caught Peter's eye, a face he never thought he'd ever see again after what had been like so many lifetimes ago; the face of Harry Osborn. The _real _Harry Osborn, who had tragically been destroyed by accident seventy years ago and replaced by an evil monster, was now here along with all of Peter's other friends, smiling warmly at him.

"Hey, Pete." Harry said with that same awkward but friendly tone Peter had not heard in so many decades. He was amazed he still remembered. Perhaps he didn't, and that it was only as an ascended soul that he could remember what it was like to hear the voice of the person who had once been his very best friend in the whole world, now here once more.

Smiling back as his joy overwhelmed him and tears at last came out of his eyes, Peter took his wife in one arm, holding her close to him, and allowed his uncle to place a comforting hand on his opposite shoulder.

"You did good Peter." his Uncle Ben assured him as he at last ascended with all of his friends and family to the eternal bliss that awaited him. "You did good…"

**Author's Note: And there you have it. That my friends is the end of my Earth 763 Spider-Man trilogy, and one of my best works in my own opinion. I really had a blast getting to bring my own Marvel Universe to life through my favorite superhero's eyes, and to tell a great set of stories in the process. Big thanks to everyone who read my three stories and enjoyed them. And as always, I'll finish up with some final tidbits:**

**Whaddya know, I actually included the good-old fashioned web-shooters after all! Figured having it so that May didn't inherit all of daddy's powers would be a good excuse to include them at along last.**

**Mayhem is an actual character from the Spider-Girl comics, and her real name is indeed April Parker. As is the case here, she was a clone of May, but was also part Symbiote, and being to May what Kaine was to Spider-Man. This actually backfired when Mayhem temporarily replaced May after she died and subsequently became a killer. She later died in her efforts to ensure that May's death would be averted, which if you ask me is a waste of a solid character. So none of that nonsense ever happened here.**

**I'm normally against crack-ships, but I thought that the clone of Spider-Man being with the female knock-off of Spider-Man kind of made sense. So I went with it. That, and, I wanted my version of Ben Reilly to have his own happy ending, as I've always liked the character and hate that Marvel stubbornly refuses to bring him back, even after all these years. Thus, I paired him off with Jessica Drew.**

**As to whether or not I will do anything with Spider-Girl, the answer is possibly, but before I do, I have many other projects on my plate that need doing first, including actually an original story of mine that involves superheroes I made myself. So I also want to do that. But yes, I will try and do some stuff with Earth 763 Spider-Girl if I can.**

**But wait! It's not quite over yet! Nope, stick around for a preview of one of my next big upcoming stories.**

_2014, two months after the Siege of Asgard_

"Humanity, is inherently flawed. My observations and analyses during my time with the so-called 'Dark Avengers' has only served to validate this conclusion. It is clear to me now more than ever that humanity is encoded with violent and destructive tendencies that cannot be overcome. Ergo, I see it now more than ever as being my imperative to cleanse this planet of the most destructive species on it. My new body is now ready, and the time to resume my crusade has begun."

As Ultron said this, he raised one of his hands to expose the small gem no bigger than a normal man's thumb that glowed with a brilliant, bright crimson light that illuminated the dark room the same color. It matched Ultron's eyes, he found, something he may have found fitting or amusing or even cute, if he had that troublesome thing called a "soul" that humans so enjoyed.

Ultron knew better though. Ultron was not bound by that which he regarded as such a silly thing.

As the many layers of adamantium and other super-metals protecting his chassis slid back to reveal his inner workings, there was one, small area where nothing was filled. A sort of "blank spot". This, was where the very last piece of the puzzle would be inserted. The final building block in the great masterpiece that was himself. And so it was that Ultron inserted the Power Gem he had taken from Asgard's vaults. When he did, his chest-plates slid back into place to cover up the Power Gem, and then his entire mechanical body felt the immense energy surge through his system. Everything lit up, and Ultron felt more powerful than he had ever been previously. Every circuit, every gear, every bit of code that made him what he was, felt enhanced a thousand-fold, and Ultron's red eyes and "mouth" became redder still, glowing brightly and intensely as though they were the fires of a sun. A great, magnificent red sun.

"Osborn attempted to have me as his puppet, but now with this new body and the Power Gem to enhance my abilities, I am free. Never again shall I be pulled by strings. There _are no strings on me_."


End file.
